UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

                For the Quarterly Period Ended December 31, 2002

[_]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

              For the transition period from _________ to _________

                        Commission File Number: 0-25963

                               AGROCAN CORPORATION
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

                 Delaware                                   N/A
      ------------------------------                  ---------------
     (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)              Identification Number)

         Suite 706, Dominion Centre, 43-59 Queen's Road East, Hong Kong
             ------------------------------------------------------
                    (Address of principal executive offices)

                                011-852-2519-3933
                           --------------------------
                           (Issuer's telephone number)

                                 Not applicable
               ---------------------------------------------------
    (Former name, former address and former fiscal year, if changed since last
                                    report.)

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that the registrant was required to file such reports), and (2) has been
subject  to  such  filing  requirements  for  the  past  90 days. Yes [X] No [_]
As of December 31, 2002, the Company had 3,673,304 shares of common stock issued
and  outstanding.

Transitional Small Business Disclosure Format:  Yes  [_]  No  [X]
Documents incorporated by reference:  None.


<PAGE>
                              AGROCAN CORPORATION

                                      INDEX


PART I.  FINANCIAL INFORMATION

     Item 1.  Financial Statements

          Consolidated Balance Sheets (Unaudited) - December 31, 2002 and
          September 30, 2002

          Consolidated Statements of Operations
          (Unaudited) - Three Months Ended December 31, 2002 and 2001

          Consolidated Statements of Cash Flows (Unaudited) - Three Months Ended
          December 31, 2002 and 2001

          Notes to Consolidated Financial Statements (Unaudited) - Three Months
          Ended December 31, 2002 and 2001

     Item 2.  Management's Discussion and Analysis or Plan of Operation


PART II. OTHER INFORMATION

     Item  2.  Changes in Securities and Use of Proceeds

     Item  6.  Exhibits and Reports on Form 8-K


SIGNATURES


                                        2
<PAGE>
<TABLE>
<CAPTION>
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements


                        AGROCAN CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                         DECEMBER 31 AND SEPTEMBER 30, 2002
                               (UNITED STATES DOLLARS)


                                                 DEC 31, 2002        SEP 30, 2002
<S>                                           <C>                 <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                   $          78,514   $         128,615
  Accounts receivable, less allowance for
    doubtful accounts of $178,617 for each
    period                                              878,149             934,600
  Other receivables and prepayments                     132,973             132,399
  Interest receivable                                     5,265                   -
  Inventories                                           338,183             284,886
  Amount due from related parties, net                  422,415             422,415
                                              ------------------  ------------------

  TOTAL CURRENT ASSETS                                1,855,499           1,902,915

ADVANCES RECEIVABLE, NET                                168,145             168,145
PROPERTY, PLANT AND EQUIPMENT - NET                     663,191             673,209
                                              ------------------  ------------------

  TOTAL ASSETS                                $       2,686,835   $       2,744,269
                                              ==================  ==================

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
  Short-term loans-unsecured                  $         296,411   $         296,411
  Short-term bank loan                                  120,482             120,482
  Accounts payable                                       72,527              82,624
  Other payables and accruals                           125,325             139,903
  Deposits received                                     309,818             296,375
  Amount due to related parties                         305,120             341,196
  Income tax payable                                     80,589              72,263
                                              ------------------  ------------------

  TOTAL LIABILITIES, ALL CURRENT                      1,310,272           1,349,254
                                              ------------------  ------------------

MINORITY INTEREST                                        70,393              74,644
                                              ------------------  ------------------

SHAREHOLDERS' EQUITY
  Preferred stock, par value US$0.0001
    per share, authorized 10,000,000 shares;
    none issued
  Common stock, par value US$0.0001
    per share, authorized 25,000,000 shares;
    issued and outstanding 3,673,304 shares
    at December 31 and September 30, 2002                   367                 367
  Capital in excess of par value                      1,885,251           1,885,251
  Retained earnings
    Unappropriated                                     (701,006)           (686,805)
    Appropriated                                        120,457             120,457
  Other comprehensive income                              1,101               1,101
                                              ------------------  ------------------

  TOTAL SHAREHOLDERS' EQUITY                          1,306,170           1,320,371
                                              ------------------  ------------------

  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY  $       2,686,835   $       2,744,269
                                              ==================  ==================

See notes to consolidated financial statements
</TABLE>


                                        3
<PAGE>
<TABLE>
<CAPTION>
           AGROCAN CORPORATION AND SUBSIDIARIES
      CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2002 AND 2001
                  (UNITED STATES DOLLARS)


                                          2002         2001
<S>                                    <C>          <C>
NET SALES                              $  269,195   $  127,907

COST OF SALES                             184,575       93,562
                                       -----------  -----------

GROSS PROFIT                               84,620       34,345

ADMINISTRATIVE AND GENERAL EXPENSES        64,638       44,661

SELLING EXPENSES                           32,139        7,890
                                       -----------  -----------

LOSS FROM OPERATIONS                      (12,157)     (18,206)

OTHER INCOME (EXPENSE)
    Interest income                         5,418          494
    Interest expense                       (1,814)      (3,192)
                                       -----------  -----------

LOSS BEFORE INCOME TAXES                   (8,553)     (20,904)

INCOME TAXES                                9,899         (584)
                                       -----------  -----------

LOSS BEFORE MINORITY INTEREST             (18,452)     (20,320)
MINORITY INTEREST                           4,251          836
                                       -----------  -----------

NET LOSS                               $  (14,201)  $  (19,484)
                                       ===========  ===========

WEIGHT AVERAGE SHARES OUTSTANDING
    Basic and diluted                   3,673,304    2,684,970

BASIC AND DILUTED LOSS PER SHARES      $    (0.00)  $    (0.01)
                                       ===========  ===========

See notes to consolidated financial statements
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
                      AGROCAN CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
              FOR THE THREE MONTHS ENDED DECEMBER 31, 2002 AND 2001
                             (UNITED STATES DOLLARS)

                                                           2002       2001
<S>                                                      <C>        <C>
OPERATING ACTIVITIES
Net loss                                                 $(14,201)  $(19,484)
Adjustments to reconcile net income to net cash
  provided by (used in) operating activities:
    Depreciation                                           17,181     17,325
    Minority interest in net loss                          (4,251)      (836)
    Decrease in accounts receivable                        56,451     47,592
    Decrease (increase) in other receivables, deposit
      and prepayments                                        (574)    11,218
    Increase in interest receivable                        (5,265)         -
    Increase in inventories                               (53,297)   (95,567)
    Decrease in amounts due from related parties                -     15,670
    (Decrease) increase in accounts payable               (10,097)    45,380
    (Decrease) increase in tax payable                      8,326    (19,369)
    Decrease in other payables and accruals               (14,578)   (51,908)
    Increase in deposits received                          13,443    108,919
    (Decrease) increase in amounts due to related parties (36,076)    24,598
                                                         ---------  ---------

    Net cash provided by (used in) operating activities   (42,938)    83,538
                                                         ---------  ---------

INVESTING ACTIVITIES
    Additions to property, plant and equipment             (7,163)   (35,768)
                                                         ---------  ---------

    Net cash used in investing activites                   (7,163)   (35,768)
                                                         ---------  ---------

FINANCING ACTIVITIES
    Repayment of short term loan - unsecured                    -    (19,880)
    Repayment of short term bank loan                           -    (36,144)
                                                         ---------  ---------

    Net cash used in financing activities                       -    (56,024)
                                                         ---------  ---------

Net decrease in cash and cash equivalents                 (50,101)    (8,254)
Cash and cash equivalents at beginning of year            128,615     71,309
                                                         ---------  ---------
Cash and cash equivalents at end of year                 $ 78,514   $ 63,055
                                                         =========  =========

Cash paid during the three months for income taxes       $  1,573   $ 18,785

Cash paid during the three months for interest           $    148   $      -


See notes to consolidated financial statements
</TABLE>


                                        5
<PAGE>
AGROCAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED DECEMBER 31, 2002 AND 2001
(UNAUDITED)
(EXPRESSED IN UNITED STATES DOLLARS)

1.   THE INTERIM FINANCIAL STATEMENTS

     The  interim financial statements have been prepared by AgroCan Corporation
     and  in  the  opinion of management, reflect all material adjustments which
     are  necessary  to  a  fair  statement  of  results for the interim periods
     presented,  including normal recurring adjustments. Certain information and
     footnote  disclosures  made  in the most recent annual financial statements
     included  in  our  Form  10-KSB for the year ended September 30, 2002, have
     been  condensed  or  omitted  for the interim statements. It is our opinion
     that,  when  the  interim  statements  are  read  in  conjunction  with the
     September  30,  2002  financial statements, the disclosures are adequate to
     make  the  information  presented not misleading. The results of operations
     for  the  three months ended December 31, 2002 and 2001 are not necessarily
     indicative  of  the  operating  results  for  the  full fiscal year, as the
     Company's business fluctuates in accordance with planting seasons resulting
     in  increased  revenues  in  the  second  and  third  quarters.

     The  preparation  of  financial  statements  in  conformity  with generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and  the  amount of revenues and expenses during the
     reporting  periods.  Management  makes  these  estimates  using  the  best
     information  available  at the time the estimates are made; however, actual
     results  could  differ  materially  from  those  results.

     The Company reported a 110% increase in sales during the three months ended
     December 31, 2002 compared to the three months ended December 31, 2001. The
     Company  believes  that it has adequate funds to support operations for the
     current  fiscal  year  ending  September  30,  2003.

     To  address  its  on-going  and  long-term cash needs, the Company plans to
     initiate  discussions  with investment banks and financial institutions and
     attempt  to  raise  funds  to  support  current and future operations. This
     includes attempting to raise additional working capital through the sale of
     additional  capital  stock  or  through  additional  bank  or  third  party
     borrowings.  The  Company cannot provide any assurance that it will be able
     to  raise  any  such  funds.

2.   INVENTORIES

     Inventories  at  December  31, 2002 and September 30, 2002 are comprised of
     the  following:


                                        6
<PAGE>
                          DECEMBER 31, 2002   SEPTEMBER 30, 2002
                                 USD                   USD
RAW MATERIALS             $         182,861   $           110,030
FINISHED GOODS                      155,322   $           174,856
                          -----------------  --------------------
                          $         338,183   $           284,886
                          =================   ===================

3.   SHORT-TERM LOANS

     Short-term  loans-unsecured  represent amounts borrowed from third parties.
     Loans  in  the  amount  of $296,411 are unsecured, non-interest bearing and
     payable  on  demand.

     As  of December 31, 2002, the Company has a bank loan of $120,482. The bank
     loan  bears  interest at 6.04% per annum and is due April 4, 2003. The loan
     is  guaranteed  by  a  customer  of  the  Company.

4.   INCOME TAXES

     During  the  three  months ended December 31, 2002, the company recorded an
     income  tax  of $9,899. The company is subject to income taxes on an entity
     basis  on  income  arising in or derived from the tax jurisdiction in which
     each  entity  is  domiciled.  Our  British Virgin Islands subsidiary is not
     liable  for  income  taxes.  Our PRC subsidiaries comprise two wholly owned
     foreign  enterprises  and a 70% held Sino-Foreign Equity Joint Venture. PRC
     Companies are generally subject to income taxes at an effective rate of 33%
     (30%  Chinese national income tax plus 3% Chinese state income tax). Two of
     our  PRC  subsidiaries,  Fenglin  and  Linmao,  are manufacturing companies
     operating  in  special  zones,  and they are entitled to a reduced national
     income taxes rate of 24%. All the subsidiaries are exempt from state income
     tax. Further, pursuant to the approval of the relevant PRC tax authorities,
     all  the  subsidiaries  have  been  granted  a  "tax holidays", whereby the
     subsidiaries  are  fully  exempted  from  PRC  income  taxes  for two years
     starting  from the year profits are first made, followed by a 50% exemption
     for the next three years. In 1999, the two-year, 100% exemption expired for
     Fenglin  and  Linmao,  subjecting  them  to  income  tax  at a rate of 12%.
     Effective  January  1, 2001, the two-year, 100% exemption expired for Jiali
     and  it  became  subject to income tax at a rate of 15%. Losses incurred by
     PRC  companies  may  be carried forward for five years. Deferred tax assets
     and  liabilities are not considered material at December 31, 2002 and 2001.

5.   EARNINGS  PER  SHARE

     Basic  earnings per share is based on the weighted average shares of common
     stock  outstanding.  Diluted  earnings  per  share  assumes the conversion,
     exercise  or  issuance  of  all  potential common stock instruments such as
     options,  warrants  and  convertible  securities,  unless  the effect is to
     reduce  loss  per  share  or  increase  earnings  per  share.

6.   SUBSEQUENT EVENT

     On  January  3, 2003, pursuant to the Fiscal 2001 Equity Compensation Plan,
     the  Board  of  Directors  approved  the issuance of 545,454 shares with an
     aggregate  value  of  $60,000  for  the  payment  of  directors'  fees.


                                        7
<PAGE>
ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

Cautionary  Statement  Pursuant  to  Safe  Harbor  Provisions  of  the  Private
Securities  Litigation  Reform  Act  of  1995:

This Quarterly Report on Form 10-QSB for the quarterly period ended December 31,
2002  contains  "forward-looking"  statements  within the meaning of the Federal
securities  laws.  These  forward-looking  statements  include,  among  others,
statements  concerning  our  expectations  regarding sales trends, gross and net
operating  margin  trends,  political  and economic matters, the availability of
equity  capital  to  fund  our  capital  requirements,  and  other statements of
expectations,  beliefs,  future  plans  and  strategies,  anticipated  events or
trends,  and  similar  expressions  concerning  matters  that are not historical
facts.  The  forward-looking  statements in this Quarterly Report on Form 10-QSB
for  the  quarterly  period  ended  December  31,  2002 are subject to risks and
uncertainties  that  could  cause actual results to differ materially from those
results  expressed  in  or  implied  by  the  statements  contained  herein.

Overview:

AgroCan  Corporation  was  incorporated  on  December  8,  1997  in the State of
Delaware.  Effective  December  31,  1997,  we issued 1,598,646 shares of common
stock,  which represented all of the capital stock outstanding at the completion
of  this transaction, to the shareholders of AgroCan (China) Inc., a corporation
incorporated  in  the British Virgin Islands, in exchange for all of the capital
stock  of  AgroCan  (China)  Inc.

Prior to the above transaction, we had no material operations. The AgroCan China
transaction  was accounted for as a recapitalization of AgroCan (China) Inc., as
the  shareholders  of  AgroCan (China) Inc. acquired all of the capital stock of
the company in a reverse acquisition. Accordingly, the assets and liabilities of
AgroCan  (China) Inc. were recorded at historical cost, and the shares of common
stock  issued  by  the  company  were  reflected  in  the consolidated financial
statements  giving  retroactive effect as if we had been the parent company from
inception.

We,  through  AgroCan  (China)  Inc.,  currently  own  100%  interest  in  two
wholly-owned  subsidiaries,  Guangxi Linmao Fertilizer Company Limited ("Guangxi
Linmao")  and Jiangxi Jiali Chemical Industry Company Limited ("Jiangxi Jiali").
We,  through  AgroCan  (China)  Inc., also own a 70% interest in Jiangxi Fenglin
Chemical Industry Company Limited, a Sino-Foreign Equity Joint Venture ("Jiangxi
Fenglin").  All  of  the  aforementioned  entities  are  located in the People's
Republic  of  China  ("China"  or  the  "PRC").

We  account  for  our  interest  in  Jiangxi Fenglin similar to a majority-owned
subsidiary  because of our 70% interest, our contractual ability to appoint four
out  of  six directors to the Board of Directors, which is the highest authority
for  the  joint venture, and our right to appoint the Chairman of the Board. Due
to  the  rights  asserted  by  the  PRC  partner  under  customary joint venture


                                        8
<PAGE>
agreements, joint venture interests in the PRC are generally not consolidated in
the  financial  statements of companies that report under the periodic reporting
requirements  of  the United States Securities and Exchange Commission. However,
as  a  result  of  the  aforementioned  factors  specific  to  Jiangxi  Fenglin,
management  believes  that  it is appropriate to consolidate the joint venture's
operations  into  our  consolidated  financial  statements.

We  produce  various compound fertilizers. These ingredients used are blended in
different proportions and packed into 50 kilogram bags. As of December 31, 2002,
we  have  established  an  annual production capacity of 125,000 metric tons for
compound  fertilizers  in  Guangxi  and Jiangxi, two of the largest agricultural
provinces  in China, and we intend to enter markets in other provinces in China.

The consolidated financial statements of the Company include the accounts of the
Company  and  its  wholly-owned  and  majority-owned  subsidiaries. All material
intercompany  balances  and  transactions  are  eliminated at consolidation. The
consolidated  financial  statements  have  been  prepared  in  accordance  with
generally  accepted  accounting  principles  in  the United States and have been
presented  in  U.S.  Dollars ("$"). The functional currency of the Company's PRC
operations  is  the Chinese Renminbi ("RMB"). The accounts of foreign operations
are  prepared  in  their  local  currency  and are translated into RMB using the
applicable  rate of exchange. The resulting translation adjustments are included
in  comprehensive  income  (loss).  Transactions denominated in currencies other
than  the  U.S.  Dollars  are  translated into USD using the applicable exchange
rates.  Monetary  assets  and  liabilities  denominated  in other currencies are
translated  into  U.S. Dollars at the applicable rate of exchange at the balance
sheet  date.  The  resulting exchange gains or losses are credited or charged to
the  consolidated  statements  of  operations.

Consolidated  Results  of  Operations:

Three Months Ended December 31, 2002 and 2001:

Sales.     The  sales for the three months ended December 31, 2002 were $269,195
as  compared  to sales of $127,907 for the three months ended December 31, 2001,
an increase of $141,288 or 110%. The increase was due to higher demands from our
major  customers.

Gross  Profit.     Gross profit for the three months ended December 31, 2002 was
$84,620  or  31.4%  of revenues, as compared to $34,345 or 26.9% of revenues for
the  three  months ended December 31, 2001. The gross profit margin increased in
2002 as compared to 2001 as a result of higher sales prices to increasing demand
from  our  customers.

Administrative and General Expenses.     Administrative and general expenses for
the  three  months  ended  December 31, 2002 were $64,638 or 24% of revenues, as
compared to $44,661 or 34.9% of revenues for the three months ended December 31,
2001,  an  increase  of  $19,977.  The  increase  of  administrative and general
expenses  is  mainly  due  to  higher  wages  and  travel  expenses.


                                        9
<PAGE>
Selling  Expenses.     Selling  expenses for the three months ended December 31,
2002  were  $32,139  or  11.94%  of  revenues,  as compared to $7,890 or 6.2% of
revenues  for  the three months ended December 31, 2001, an increase of $24,249.
Selling  expenses  increased  in 2002 compared to 2001 as a result of increasing
sales  due  to  the  higher  demand  from  major  customers.

Loss  from Operations.     Loss from operations was $12,157 for the three months
ended  December  31,  2002, as compared to a loss from operations of $18,206 for
the  three  months  ended  December  31,  2001.

Other  Income  (Expense).     We recorded interest income of $5,418 and $494 for
the  three  months  ended  December  31,  2002  and  2001,  respectively.

We  recorded  interest  expense  of $1,814 and $3,192 for the three months ended
December 31, 2002 and 2001, respectively. As of December 31, 2002, we had a bank
loan  of $120,482 which bears interest at 6.04% per annum and is due at April 4,
2003.

Income  Taxes.          During  the  three  months  ended  December 31, 2002, we
recorded  income  tax of $9,899. We recognized income tax refund of $584 for the
three  months  ended  December  31,  2001.

Minority Interest.     For the three months ended December 31, 2002 and 2001, we
recorded  a  minority  interest  of $4,251 and $836 respectively, to reflect the
interest of the Company's 30% joint venture partner in the net income of Jiangxi
Fenglin.

Net Loss.     Net loss was $14,201 for the three months ended December 31, 2002,
as  compared  to  a  net loss of $19,484 for the three months ended December 31,
2001. The reason for recording less net loss for the three months ended December
31,  2002 than the three months ended December 31, 2001 was primarily the result
of  the  increasing  sales  and  profit  margin.

Consolidated  Financial  Condition:

Liquidity and Capital Resources - December 31, 2002

We  reported a 110% increase in sales during the three months ended December 31,
2002  compared to the three months ended December 31, 2001. The Company believes
that  it  has  adequate  funds to support operations for the current fiscal year
ending  September  30,  2003.

To  address  its  on-going  and  long-term  cash  needs,  we  plan  to  initiate
discussions  with  investment  banks  and  financial institutions and attempt to
raise  funds  to support current and future operations. This includes attempting
to raise additional working capital through the sale of additional capital stock
or  through  additional  bank  or  third party borrowings. We cannot provide any
assurance  that  it  will  be  able  to  raise  any  such  funds.


                                       10
<PAGE>
Operating.     For  the  three  months  ended  December 31, 2002, our operations
utilized  cash  resources  of  $42,938 as compared to generating $83,538 for the
three  months  ended  December  31,  2001.  Our  operations  utilized  more cash
resources in 2002 as compared to 2001 primarily as a result of the settlement of
accounts  payable  and other payables, and purchasing more raw materials for the
upcoming  planting  season.  At  December  31,  2002,  cash and cash equivalents
decreased  by $50,101 to $78,514, as compared to $128,615 at September 30, 2002.
We  had  working  capital  of  $545,227,  at  December  31, 2002, as compared to
$553,661 at September 30, 2002, resulting in current ratios of 1.42:1 and 1.41:1
at  December  31,  2002  and  September  30,  2002,  respectively.

Accounts  receivable.          Accounts  receivable  decreased  by  $56,451,  to
$878,149  at  December  31,  2002, from $934,600 at September 30, 2002. Accounts
receivable decreased during the three months ended December 31, 2002 as a result
of  settlement  of  part  of  the  accounts  receivable.

Inventories.          Inventories  increased by $53,297, to $338,183 at December
31,  2002,  from  $284,886  at September 30, 2002 in anticipation of the current
selling  season  during  the  spring  and  summer.

Amount  due  from  related parties.     Amount due from related parties remained
unchanged  between  December  31,  2002 and September 30, 2002 as a result of no
money  movement  to  related  companies.

Investing.     During  the  three  months  ended  December  31,  2002  and 2001,
additions  to  property,  plant  and  equipment  aggregated  $7,163 and $35,768,
respectively.

Financing.     During  the  there  months  ended  December  31, 2002, we did not
record  any  financing  activities.  During  the three months ended December 31,
2001,  one  of  our subsidiaries repaid $36,144 of the short-term bank loans and
repaid  $19,880  of  the  unsecured  short-term  loan.


Inflation and Currency Matters:

In  recent  years, the Chinese economy has experienced periods of rapid economic
growth as well as relatively high rates of inflation, which in turn has resulted
in  the  periodic  adoption  by  the  Chinese  government  of various corrective
measures  designed  to  regulate  growth  and contain inflation. Since 1993, the
Chinese  government  has  implemented  an  economic  program designed to control
inflation,  which has resulted in the tightening of working capital available to
Chinese  business  enterprises.  Our  success depends in substantial part on the
continued  growth  and  development  of  the  Chinese economy. During the fiscal
quarters  ended  December  31, 2002 and 2001, inflation and changing prices have


                                       11
<PAGE>
had  a minor impact on our operations and financial position. The actual rate of
inflation  in  the  agricultural sector has been nominal, and the price level of
fertilizer  products  has  been  stable.

Foreign  operations are subject to certain risks inherent in conducting business
abroad,  including price and currency exchange controls, and fluctuations in the
relative  value of currencies. Changes in the relative value of currencies occur
periodically  and  may,  in  certain  instances, materially affect the Company's
results  of operations. In addition, the Renminbi is not freely convertible into
foreign  currencies,  and  the ability to convert the Renminbi is subject to the
availability  of  foreign  currencies.  Effective  December 1, 1998, all foreign
exchange  transactions involving the Renminbi must take place through authorized
banks  in  China at the prevailing exchange rates quoted by the People's Bank of
China.  The  Company  expects  that  a  portion  of its revenues will need to be
converted  into  other currencies to meet foreign exchange currency obligations,
including  the  payment  of  any  dividends  declared.

Although  the  central government of China has repeatedly indicated that it does
not  intend  to devalue its currency in the near future, recent announcements by
the  central  government  of  China  indicate  that devaluation is an increasing
possibility.  Should  the  central  government  of  China  decide to devalue the
Renminbi,  we do not believe that such an action would have a detrimental effect
on  our operations, since we conduct virtually all of its business in China, and
the  sale  of  our  products is settled in Renminbi. However, devaluation of the
Renminbi  against  the United States dollar would adversely affect our financial
performance  when  measured  in  United  States  dollars.

New  Accounting  Pronouncements:

In  July  2001,  the FASB issued Statement No.142 "Goodwill and Other Intangible
Assets".  Statement  No.142  requires  the  use of a nonamortization approach to
account  for  purchased  goodwill  and  indefinite  lived  intangibles.  Under a
nonamortization  approach, goodwill and indefinite lived intangibles will not be
amortized  into  results  of  operations,  but  instead  would  be  reviewed for
impairment  and  written  down  and charged to results of operations only in the
periods in which the recorded value of goodwill and indefinite lived intangibles
is  more  than  its  fair  value.  The  provisions  of  Statement No.142 will be
effective  for  us  in  fiscal  2003.  We  do  not  expect  this  standard, when
implemented,  to  have  a material effect on its future results of operations or
financial  position.

In  August  2001,  the  FASB  issued  SFAS No.144, "Accounting for Impairment or
Disposal  of  Long-Lived  Assets".  This  statement supersedes Statement No.121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be  Disposal of", and the accounting and reporting provisions of APB Opinion 30,
"Reporting  the  Results  of  Operation - Reporting the Effects of Disposal of a
Segment  of  a  Business,  and  the  disposal  of  a segment of a business. This
statement  is  effective for us in fiscal 2003. We do not expect the adoption of
Statement  No.144  to have a material impact on our future results of operations
or  financial  position.


                                       12
<PAGE>
In  April  2002, the FASB issued Statement No.145 "Rescission of FASB Statements
No.4,  44 and 64. Amendment of FASB Statement No.13, and Technical Corrections".
The  Statement  addresses  the  accounting  for  extinguishment  of  debt,
sale-leaseback  transactions  and  certain lease modifications. The statement is
effective  for  us  in  fiscal  2003. We do not expect the adoption of Statement
No.145  to  have  a  material  impact  on  our  future  results of operations or
financial  position.

In  July 2002, the FASB issued Statement No.146, "Accounting for Cost Associated
with  Exit or Disposal Activities". The statement addresses financial accounting
and  reporting  for  costs  associated  with  exit  or  disposal  activities and
supercedes  Emerging Issues Task Force Issue No.94-3, "Liability Recognition for
Certain  Employee  Termination  Benefits  and  Other  Costs  to Exit an Activity
(Including  Certain  Costs  Incurred  in  a  Restructing)."  The  provisions  of
Statement  No.146  are  effective  for  exit  or  disposal  activities  that are
initiated  after  December  31, 2002. We do not expect the adoption of Statement
No.146  to  have  a  material  impact  on  our  future  results of operations or
financial  position.


                                       13
<PAGE>
PART  II.  OTHER  INFORMATION


ITEM  2.  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

During the three months ended December 31, 2002, we did not issued any shares of
common  stock.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)  Exhibits:
     99.1     Certification by Chief Executive Officer
     99.2     Certification by Chief Financial Officer

(b)  Reports on Form 8-K:

     Three Months Ended December 31, 2002 - None


                                       14
<PAGE>
                                   SIGNATURES




In  accordance  with the requirements of the Exchange Act, the registrant caused
this  report  to  be  signed  on  its  behalf by the undersigned, thereunto duly
authorized.




                               AGROCAN CORPORATION
                               -------------------
                                  (Registrant)




Date:  February 14, 2002                      By:  /s/     LAWRENCE HON
                                              ----------------------------------
                                              Lawrence Hon
                                              President and Chief
                                              Executive Officer
                                              (Duly Authorized
                                              Officer)



Date:  February 14, 2002                      By:  /s/     CARL YUEN
                                              ----------------------------------
                                              Carl Yuen
                                              Chief Financial Officer
                                              (Principal Financial
                                              and Accounting Officer)


                                       15
<PAGE>
                                 CERTIFICATIONS

I,  Lawrence Hon,  Chief  Executive  Officer,  certify  that:
1.  I have reviewed this quarterly report on Form  10-QSB of Agrocan Corporation
a Delaware  Corporation;
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  officers  and  I are  responsible  for
establishing  and  maintaining  disclosure  controls and  procedures (as defined
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  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 officers 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
functions):
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  officers  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.

Date:  February 14, 2003

/s/ Lawrence Hon, Chief Executive Officer
-----------------------------------------
Principal Executive Officer



I,  Carl Yuen,  Chief  Financial  Officer,  certify  that:
1.  I have reviewed this quarterly report on Form  10-QSB of Agrocan Corporation
a Delaware  Corporation;
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  officers  and  I are  responsible  for
establishing  and  maintaining  disclosure  controls and  procedures (as defined
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  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 officers 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
functions):
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  officers  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.

Date:  February 14, 2003

/s/ Carl Yuen, Chief Financial Officer
--------------------------------------
Principal Financial Officer


<PAGE>