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, 2002

                        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) 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, 2002.The stock was not traded as of December
31, 2002.

The number of shares of common stock outstanding as of December 31, 2002 was
247,500.


<PAGE>



                             CHINA VENTURES, LIMITED

                                   FORM 10-KSB


                                TABLE OF CONTENTS




                                     PART I
                                                                            PAGE

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                                           4



                                    PART III


ITEM 9.        Directors, Executive Officers, Promoters And Control
                  Persons; Compliance with Section 16 (a) of the
                  Exchange Act                                                4

ITEM 10.       Executive Compensation                                         5

ITEM 11.       Security Ownership of Certain Beneficial Owners and Management 5

ITEM 12.       Certain Relationships and Related Transactions                 5

ITEM 13.       Exhibits                                                       5



                                        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" nd 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) 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.

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.


                                        3
<PAGE>

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, 2002. 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, 2002, 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.


As of December 31, 2002 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.


Independent Auditor's Reports

Balance Sheet dated as of December 31, 2002

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

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

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

Notes to Financial Statements

                                    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:
<TABLE>
<CAPTION>

                         NAME               AGE                 POSITIONS                 DIRECTOR SINCE

<S>                 <C>                     <C>               <C>                         <C>
                    Hong Yang               43                Director; President          December 1999
                    James N. L. Chow        44                Director; Secretary          December 1999
</TABLE>

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.


                                        4
<PAGE>

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.


ITEM 10. EXECUTIVE COMPENSATION

There was no executive compensation in 2001 and 2002

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, 2002, 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.
<TABLE>
<CAPTION>

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

<S>                                                                 <C>                      <C>
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%
</TABLE>


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.

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

                                        5
<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: January 31, 2003                BY: /s/ James N. L. Chow
                                       ----------------------------
                                       James N.L. Chow, Secretary

                                       6
<PAGE>

                                 CERTIFICATIONS

I, Hong Yang, certify that:
         1.       I have reviewed this annual report on Form 10-K of China
                  Ventures Limited (registrant];
         2.       Based on my knowledge, this annnual report does not contain
                  any untrue statement of a material fact or omit to state a
                  material fact necessary to make the statements made, in light
                  of the circumstances under which such statements were made,
                  not misleading with respect to the period covered by this
                  annual report;
         3.       Based on my knowledge, the financial statements, and other
                  financial information included in this annual report, fairly
                  present in all material respects the financial condition,
                  results of operations and cash flows of the registrant as of,
                  and for, the periods presented in this annual report;
         4.       The registrant's other certifying officer and I are
                  responsible for establishing and maintaining disclosure
                  controls and procedures (as defined in Exchange Act Rules
                  13a-14 and 15d-14) for the registrant and we have:
                      a)   designed such disclosure controls and procedures to
                           ensure that material information relating to the
                           registrant, including its consolidated subsidiaries,
                           is made known to us by others within those entities,
                           particularly during the period in which this annual
                           report is being prepared;
                      b)   evaluated the effectiveness of the registrant's
                           disclosure controls and procedures as of a date
                           within 90 days prior to the filing date of this
                           annual report (the "Evaluation Date"); and
                      c)   presented in this annual report our conclusions about
                           the effectiveness of the disclosure controls and
                           procedures based on our evaluation as of the
                           Evaluation Date;
         5.       The registrant's other certifying officer and I have
                  disclosed, based on our most recent evaluation, to the
                  registrant's auditors and the audit committee of registrant's
                  board of directors (or persons performing the equivalent
                  function):
                      a)   all significant deficiencies in the design or
                           operation of internal controls which could adversely
                           affect the registrant's ability to record, process,
                           summarize and report financial data and have
                           identified for the registrant's auditors any material
                           weaknesses in internal controls; and
                      b)   any fraud, whether or not material, that involves
                           management or other employees who have a significant
                           role in the registrant's internal controls; and
         6.       The registrant's other certifying officer and I have indicated
                  in this quarterly report whether or not there were significant
                  changes in internal controls or in other factors that could
                  significantly affect internal controls subsequent to the date
                  of our most recent evaluation, including any corrective
                  actions with regard to significant deficiencies and material
                  weaknesses.

January 31, 2003

/s/ Hong Yang
-------------
Hong Yang
President
<PAGE>

CERTIFICATIONS

I, James N. L. Chow, certify that:
         1.   I have reviewed this annual report on Form 10-K of China Ventures
              Limited (registrant);
         2.   Based on my knowledge, this annual report does not contain any
              untrue statement of a material fact or omit to state a material
              fact necessary to make the statements made, in light of the
              circumstances under which such statements were made, not
              misleading with respect to the period covered by this annual
              report;
         3.   Based on my knowledge, the financial statements, and other
              financial information included in this annual report, fairly
              present in all material respects the financial condition, results
              of operations and cash flows of the registrant as of, and for, the
              periods presented in this annual report;
         4.   The registrant's other certifying officer and I are responsible
              for establishing and maintaining disclosure controls and
              procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
              for the registrant and we have:
                      a)   designed such disclosure controls and procedures to
                           ensure that material information relating to the
                           registrant, including its consolidated subsidiaries,
                           is made known to us by others within those entities,
                           particularly during the period in which this annual
                           report is being prepared;
                      b)   evaluated the effectiveness of the registrant's
                           disclosure controls and procedures as of a date
                           within 90 days prior to the filing date of this
                           quarterly report (the "Evaluation Date"); and
                      c)   presented in this quarterly report our conclusions
                           about the effectiveness of the disclosure controls
                           and procedures based on our evaluation as of the
                           Evaluation Date;
         5.   The registrant's other certifying officer and I have disclosed,
              based on our most recent evaluation, to the registrant's auditors
              and the audit committee of registrant's board of directors (or
              persons performing the equivalent function):
                      a)   all significant deficiencies in the design or
                           operation of internal controls which could adversely
                           affect the registrant's ability to record, process,
                           summarize and report financial data and have
                           identified for the registrant's auditors any material
                           weaknesses in internal controls; and
                      b)   any fraud, whether or not material, that involves
                           management or other employees who have a significant
                           role in the registrant's internal controls; and
         6.   The registrant's other certifying officer and I have indicated in
              this annual report whether or not there were significant changes
              in internal controls or in other factors that could significantly
              affect internal controls subsequent to the date of our most recent
              evaluation, including any corrective actions with regard to
              significant deficiencies and material weaknesses.

January 31, 2003

/s/ James N. L. Chow
--------------------
James N. L. Chow
   Secretary and Principal Financial and Accounting Officer



<PAGE>



                             CHINA VENTURES LIMITED
                              FINANCIAL STATEMENTS


                                                                  PAGE


Report of Independent Certified Public Accountants                   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-9



<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, 2002 and the related statements of
operations, stockholders' deficiency, and cash flows for the years ended
December 31, 2002 and 2001, and from December 10, 1999 (date of inception) to
December 31, 2002. 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 did not audit the financial
statements of the Company for the period December 10, 1999 (date of inception)
to December 31, 2000. Those statements were audited by other auditors whose
report has been furnished to us, and our opinion, insofar as it relates to
amounts included for that period, is based solely on the report of the other
auditors.

We conducted our audit in accordance with 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, based on our audits and the report of the other auditors, 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, 2002, and the results of its operations and its cash flows
for the years ended December 31, 2002 and 2001, and from December 10, 1999 (date
of inception) to December 31, 2002, in conformity with 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 Note B to the
financial statements, the Company is in the development stage and has incurred
accumulated losses since inception of $50,249. These conditions raise
substantial doubt about its ability to continue as a going concern. Management's
plans regarding those matters are also described in Note B. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.



Berenfeld Spritzer Shechter & Sheer

Weston, Florida
March 22, 2003


                                       F-1
<PAGE>


                             CHINA VENTURES LIMITED
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET

                                DECEMBER 31, 2002



ASSETS

CURRENT ASSETS

         Cash                                                          $     33
                                                                       --------

              TOTAL CURRENT ASSETS                                     $     33
                                                                       ========


LIABILITIES AND STOCKHOLDERS' 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

         Additional paid in capital                                      42,285

         Less treasury stock at cost 5,050 shares                            (5)

         Deficit accumulated during the development stage               (50,249)

         Stock Subscription receivable                                     (250)
                                                                       --------


                   TOTAL STOCKHOLDERS' DEFICIT                           (7,967)
                                                                       ========

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                            $     33
                                                                       ========

                        See notes to financial statements


                                       F-2


<PAGE>

                             CHINA VENTURES LIMITED

                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001
                AND FROM DECEMBER 10, 1999 (DATE OF INCEPTION) TO
                                DECEMBER 31, 2002






                                          FOR THE       FOR THE    CUMMULATIVE
                                         YR ENDED      YR ENDED      DURING
                                         12/31/02      12/31/01    DEV. STAGE

REVENUE                                        --            --            --

COSTS AND EXPENSES:

GENERAL AND ADMINISTRATIVE EXPENSES     $   5,936     $   6,504     $  50,249
                                        ---------     ---------     ---------

         NET LOSS                       $  (5,936)    $  (6,504)    $ (50,249)
                                        =========     =========     =========

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


WEIGHTED AVERAGE NUMBER OF COMMON
         STOCK OUTSTANDING - BASIC
         AND DILUTED                      249,604       249,604




See notes to financial statements

                                       F-3
<PAGE>

                             CHINA VENTURES LIMITED
                          (A DEVELOPMENT STAGE COMPANY)
                STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                  FROM DECEMBER 10, 1999 (DATE OF INCEPTION) TO
                                DECEMBER 31, 2002


<TABLE>
<CAPTION>

                                                                                                Deficit
                                                                       Additional   Stock     Accumulated
                                     --Common Stock--      Treasury     Paid-In   Subscription During the
                                     Shares     Amount   Stock Amount   Capital    Receivable  Dev. Stage     Total
                                     ------     ------   ------------   -------    ----------  ----------     -----

Year Ended 12/31/99:

<S>                                 <C>        <C>         <C>          <C>         <C>          <C>          <C>
Balance, 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

Purchase of treasury stock               --          --          (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)
                                   ========    ========    ========     ========    ========     ========     ========
</TABLE>



See notes to financial statements


                                       F-4

                             CHINA VENTURES LIMITED
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001
                AND FROM DECEMBER 10, 1999 (DATE OF INCEPTION) TO
                                DECEMBER 31, 2002
<TABLE>
<CAPTION>



                                                         YEAR         YEAR      CUMULATIVE
                                                         ENDED        ENDED       DURING
                                                       12/31/02     12/31/01    DEV. STAGE
                                                       --------     --------    ----------

CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                    <C>          <C>          <C>
NET LOSS                                               $ (5,936)    $ (6,504)    $(50,249)

Adjustments to reconcile net loss to
     Net cash used in operating activities:
                                                       --------     --------     --------
          Net cash used in operating activities          (5,936)      (6,504)     (50,249)

CASH FLOWS FROM INVESTING ACTIVITIES:                        --           --           --


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                      5,952        6,410       27,287
                                                       --------     --------     --------

          Net cash provided by financing activities       5,952        6,410       50,282
                                                       --------     --------     --------

NET INCREASE (DECREASE) IN CASH                              16          (94)          33

CASH, beginning of period                                    17          111            0
                                                       --------     --------     --------

CASH, end of period                                    $     33     $     17     $     33
                                                       ========     ========     ========
</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, 2002, we are in the development stage and have not started
operations.

EARNINGS PER SHARE

Primary loss per share is computed by dividing net loss by the number of
weighted average common shares outstanding during the period. The Company has no
dilutive securities.

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. 141, "Business Combinations"

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
No. 141, "Business Combinations". This Statement replaces Accounting Principles
Board ("APB") Opinion No.16, "Business combinations" and SFAS 38, "Accounting
for Preacquisition Contingencies of Purchased Enterprises". All business
combinations in the scope of this statement are to be accounted for using the
purchase method. The single method approach used in this statement reflects the
conclusion that virtually all business combinations are acquisitions and, thus,
all business combinations should be accounted for in the same way that other
asset acquisitions are accounted - based on the values exchanged. This Statement
does not change many of the provisions of Opinion 16 and Statement 38 related to
the application of the purchase method. The provisions of this Statement apply
to all business combinations initiated after June 30, 2001, and all business
combinations accounted for by the purchase method for which the date of
acquisition is July 1, 2001 or later. FASB 141 did not affect the Company's
financial statements.

FASB No. 142, "Goodwill and Other Intangible Assets"

In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets". SFAS No. 142 addresses financial accounting and reporting for
intangible assets acquired individually or with a group of assets (but not those
acquired in a business combination) at acquisition. This Statement also
addresses financial accounting and reporting for goodwill and other intangible
assets subsequent to their acquisition. The provisions of this Statement are
required for fiscal years beginning after December 15, 2001. This Statement is
required to be applied at the beginning of an entity's fiscal year and to be
applied to all goodwill and other intangible assets recognized in its financial
statements at that date. Impairment losses for goodwill and indefinite-lived
intangible assets that arise due to initial application of this Statement are to
be reported as resulting from a change in accounting principle. SFAS No. 142 did
not have a material impact on the Company's financial position or results of
operations.

                                       F-6
<PAGE>

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

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

FASB No. 143, "Accounting for Asset Retirement Obligations"

In July 2001, the FASB issued Statement No. 143, "Accounting for Asset
Retirement obligations". This Statement addresses financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. This Statement requires that
the fair value of a liability for an asset requirement obligation be recognized
in the period in which it is incurred if a reasonable estimate of fair value can
be made. The associated asset requirement costs are capitalized as part of the
carrying amount of the long-lived asset and subsequently allocated to expense
using a systematic and rational method. Adoption of this Statement is required
for fiscal years beginning after June 15, 2002. The adoption of Statement No.
143 is not expected to materially affect the Company's financial statements.

FASB No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets"

In October 2001, the FASB issued Statement No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of". This Statement supersedes Statement No. 121 but retains many of
its fundamental provisions. The Statement also establishes a single accounting
model, based on the framework established in Statement No. 121, for long-lived
assets to be disposed of by sale. Additionally, the Statement resolves
significant implementation issues related to Statement No. 121. The provisions
of this Statement are effective for financial statements issued for fiscal years
beginning after December 15, 2001. The provisions of Statement No. 144 are not
expected to materially affect the Company's financial statements.

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 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.

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 adoption of SFAS 148 is
not expected to affect the Company's financial position or results of
operations.

                                       F-7
<PAGE>

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

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 $50,249 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.

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 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.

                                       F-8
<PAGE>

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

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
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-9