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 June 30, 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 June 30, 2002, the Company had 3,393,304 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) - June 30, 2002 and September
          31, 2001

          Consolidated Statements of Operations and Comprehensive Income (Loss)
          (Unaudited) - Three Months and Nine Months Ended June 30, 2002 and
          2001

          Consolidated Statements of Cash Flows (Unaudited) - Nine Months Ended
          June 30, 2002 and 2001

          Notes to Consolidated Financial Statements (Unaudited) - Nine Months
          Ended June 30, 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>
                         PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

<TABLE>
<CAPTION>
                                      AGROCAN CORPORATION
                            CONSOLIDATED BALANCE SHEET (UNAUDITED)

                                                             June 30, 2002       September 30,
                                                                                      2001
                                                            USD         RMB           RMB
                                                         ----------  ----------  -------------
<S>                                                      <C>         <C>         <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                              $   40,530     336,401        591,864
  Accounts receivable, net                                1,295,451  10,752,242     12,748,777
  Other receivables and prepayments                          78,215     649,188        625,772
  Inventories                                               499,807   4,148,396      1,453,528
  Deposits                                                   13,979     116,027        155,801
  Amount due from related parties, net                      483,244   4,010,928      3,618,173
                                                         ----------  ----------  -------------

  TOTAL CURRENT ASSETS                                    2,411,226  20,013,182     19,193,915

ADVANCES RECEIVABLE, NET                                    984,200   8,168,860      8,168,860
PROPERTY, PLANT AND EQUIPMENT, NET                          724,455   6,012,976      6,143,437
                                                         ----------  ----------  -------------

  TOTAL ASSETS                                           $4,119,881  34,195,018     33,506,212
                                                         ==========  ==========  =============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
  Short-term bank loan                                   $  120,482   1,000,000      1,993,000
  Short-term loans-unsecured                                447,013   3,710,212      3,410,212
  Accounts payable                                          160,854   1,335,091      2,266,412
  Other payables and accruals                               127,419   1,057,571      1,171,615
  Income tax payable                                         81,530     676,695        777,015
  Deposits received                                         384,180   3,188,695        780,404
  Amount due to related parties                             357,208   2,964,825      4,349,334
                                                         ----------  ----------  -------------

  TOTAL LIABILITIES, ALL CURRENT                          1,678,686  13,933,089     14,747,992

MINORITY INTEREST                                           130,479   1,082,974      1,119,624

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 3,393,304 shares at June 30, 2002               339       2,816          2,224
  Capital in excess of par value                          1,746,750  14,498,029     12,257,029
  Retained earnings
    Unappropriated                                          415,635   3,449,771      4,151,004
    Appropriated                                            145,818   1,210,289      1,210,289
  Other comprehensive income                                  2,175      18,050         18,050
                                                         ----------  ----------  -------------

  TOTAL SHAREHOLDERS' EQUITY                              2,310,717  19,178,955     17,638,596
                                                         ----------  ----------  -------------

  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY             $4,119,881  34,195,018     33,506,212
                                                         ==========  ==========  =============

See notes to consolidated financial statements
</TABLE>


                                        3
<PAGE>
<TABLE>
<CAPTION>
                               AGROCAN CORPORATION
                    CONSOLIDATED STATEMENTS OF OPERATIONS AND
                    COMPREHENSIVE INCOME (LOSS)   (UNAUDITED)
                    THREE MONTHS ENDED JUNE 30, 2002 AND 2001


                                                2002         2002         2001
                                             -----------  -----------  ----------
                                                 USD          RMB          RMB
<S>                                          <C>          <C>          <C>
NET SALES                                    $  622,109    5,163,505   9,027,035

COST OF SALES                                   503,874    4,182,156   6,677,600
                                             -----------  -----------  ----------

GROSS PROFIT                                    118,235      981,349   2,349,435

ADMINISTRATIVE AND GENERAL EXPENSES            (137,136)  (1,138,229)   (740,547)

SELLING EXPENSES                                (29,610)    (245,767)   (399,793)
                                             -----------  -----------  ----------

INCOME (LOSS) FROM OPERATIONS                   (48,511)    (402,647)  1,209,095

OTHER INCOME (EXPENSE)
  Interest income                                 5,920       49,132       4,111
  Interest expense                               (2,857)     (23,710)    (32,630)
  Amortization of loan fees                           -            -     (57,200)
                                             -----------  -----------  ----------

INCOME (LOSS) BEFORE INCOME TAXES               (45,448)    (377,225)  1,123,376

INCOME TAXES                                     (6,410)     (53,199)    (59,981)
                                             -----------  -----------  ----------

INCOME (LOSS) BEFORE MINORITY INTEREST          (51,858)    (430,424)  1,063,395

MINORITY INTEREST                                 3,224       26,763     (27,952)
                                             -----------  -----------  ----------

NET INCOME (LOSS)                            $  (48,634)    (403,661)  1,035,443
                                             ===========  ===========  ==========

OTHER COMPREHENSIVE INCOME
  Foreign currency translation adjustments            -            -      26,287
                                             -----------  -----------  ----------

COMPREHENSIVE INCOME (LOSS)                     (48,634)    (403,661)  1,061,730
                                             ===========  ===========  ==========

WEIGHTED AVERAGE SHARES OUTSANDING
  Basic and diluted                           3,061,630    3,061,630   2,318,318

BASIC AND DILUTED INCOME (LOSS) PER SHARE    $    (0.02)       (0.13)       0.46
                                             ===========  ===========  ==========

See notes to consolidated financial statements
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                AGROCAN CORPORATION
                     CONSOLIDATED STATEMENTS OF OPERATIONS AND
                     COMPREHENSIVE INCOME (LOSS)   (UNAUDITED)
                     NINE MONTHS ENDED JUNE 30, 2002 AND 2001


                                                2002         2002         2001
                                             -----------  -----------  -----------
                                                 USD         RMB          RMB
<S>                                          <C>          <C>          <C>
NET SALES                                    $1,197,145    9,936,302   15,633,080

COST OF SALES                                   978,160    8,118,724   11,731,418
                                             -----------  -----------  -----------

GROSS PROFIT                                    218,985    1,817,578    3,901,662

ADMINISTRATIVE AND GENERAL EXPENSES            (262,227)  (2,176,486)  (2,336,922)

SELLING EXPENSES                                (46,165)    (383,168)    (645,274)
                                             -----------  -----------  -----------

INCOME (LOSS) FROM OPERATIONS                   (89,407)    (742,076)     919,466

OTHER INCOME (EXPENSE)
  Interest income                                17,888      148,472       39,169
  Interest expense                               (6,440)     (53,453)     (64,370)
  Amortization of loan fees                           -            -     (359,506)
                                             -----------  -----------  -----------

INCOME (LOSS) BEFORE INCOME TAXES               (77,959)    (647,057)     534,759

INCOME TAXES                                    (10,943)     (90,826)    (144,810)
                                             -----------  -----------  -----------

INCOME (LOSS) BEFORE MINORITY INTEREST          (88,902)    (737,883)     389,949

MINORITY INTEREST                                 4,416       36,650        1,670
                                             -----------  -----------  -----------

NET INCOME (LOSS)                            $  (84,486)    (701,233)     391,619
                                             ===========  ===========  ===========

OTHER COMPREHENSIVE INCOME
  Foreign currency translation adjustments            -            -       26,287
                                             -----------  -----------  -----------

COMPREHENSIVE INCOME (LOSS)                     (84,486)    (701,233)     417,906
                                             ===========  ===========  ===========

WEIGHTED AVERAGE SHARES OUTSANDING
  Basic and diluted                           2,906,883    2,906,883    2,318,318

BASIC AND DILUTED INCOME (LOSS) PER SHARE    $    (0.03)       (0.25)        0.18
                                             ===========  ===========  ===========

See notes to consolidated financial statements
</TABLE>


                                        5
<PAGE>
<TABLE>
<CAPTION>
                                      AGROCAN CORPORATION
                       CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                           NINE MONTHS ENDED JUNE 30, 2002 AND 2001

                                                            2002        2002          2001
                                                         ----------  -----------  ------------
                                                             USD         RMB          RMB
<S>                                                      <C>         <C>          <C>
OPERATING ACTIVITIES
Net (loss) income                                        $ (84,486)    (701,233)      391,619
Adjustments to reconcile net loss to net cash
(used in) provided by operating activities:
  Amortization of deferred costs                                 -            -       359,507
  Common shares issued for directors remuneration           90,000      747,000             -
  Depreciation                                              56,176      466,262       547,736
  Minority interest in net loss                             (4,416)     (36,650)       (1,670)
  Decrease in accounts receivable                          240,546    1,996,535    23,898,633
  Decrease (increase) in other receivables, deposits
    and prepayments                                          1,971       16,358   (11,553,160)
  Increase in inventories                                 (324,683)  (2,694,868)     (818,540)
  Increase in amounts due from related parties             (47,320)    (392,755)   (8,843,237)
  Decrease in accounts payable                            (112,207)    (931,321)  (20,147,876)
  Decrease in income tax payable                           (12,087)    (100,320)     (178,621)
  (Increase) decrease in other payables and accurals       (13,740)    (114,044)    3,711,650
  Increase (decrease) in deposits received                 290,156    2,408,291      (826,147)
  Increase (decrease) in amounts due to related parties     13,263      110,083       479,971
                                                         ----------  -----------  ------------

  Net cash (used in) provided by operating activities       93,173      773,338   (12,980,135)
                                                         ----------  -----------  ------------

INVESTING ACTIVITIES
  Additions to property, plant and equipment               (40,458)    (335,801)     (707,836)
                                                         ----------  -----------  ------------

  Net cash used in investing activities                    (40,458)    (335,801)     (707,836)
                                                         ----------  -----------  ------------

FINANCING ACTIVITIES
  Repayment of short term bank loan                       (119,639)    (993,000)            -
  Repayment of short term loans - unsecured                      -                   (570,000)
  Proceeds from short term loans - unsecured                36,145      300,000             -
  Short term bank loan                                           -            -    10,000,000
                                                         ----------  -----------  ------------

  Net cash (used in) provided by financing activities      (83,494)    (693,000)    9,430,000
                                                         ----------  -----------  ------------

Net decrease in cash and cash equivalents                  (30,779)    (255,463)   (4,257,971)
Cash and cash equivalents beginning                         71,309      591,864     4,616,686
Effect of exchange rate changes on cash                          -            -        26,287
                                                         ----------  -----------  ------------

Cash and cash equivalents end                            $  40,530      336,401       385,002
                                                         ==========  ===========  ============

Supplemental schedule of non-cash investing
and financing activities:
  Common shares issued for
  amounts due to related parties                           180,071    1,494,592
                                                         ==========  ===========

See notes to consolidated financial statements
</TABLE>


                                        6
<PAGE>
AGROCAN CORPORATION
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
NINE  MONTHS  ENDED  JUNE  30,  2002  AND  2001
(UNAUDITED)
(EXPRESSED  IN  RENMINBI)

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, 2001, 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,  2001  financial statements, the disclosures are adequate to
     make  the  information  presented not misleading. The results of operations
     for  the  nine  months  ended  June  30,  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 36.4% decrease in sales during the nine months ended
     June  30, 2002 compared to the nine months ended June 30, 2001. The Company
     believes  that  it has adequate funds to support operations for the current
     fiscal  year  ending  September  30,  2002.

     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.


                                        7
<PAGE>
2.   INVENTORIES

     Inventories  at  June  30, 2002 and September 30, 2001 are comprised of the
     following:

                                     JUNE 30, 2002            SEPTEMBER 30, 2001

                                USD                 RMB                  RMB
     RAW MATERIALS            $190,842           1,583,985           1,020,669
     FINISHED GOODS            308,965           2,564,411             432,859
                              --------           ---------           ---------
                              $499,807           4,148,396           1,453,528
                              ========           =========           =========

3.   SHORT-TERM BANK LOANS

     As  of  June  30,  2002,  the  Company  has  a  bank  loan  of RMB1,000,000
     (US$120,482)  which  is  due on April 19, 2003 and bears interest at 5.325%
     per  annum.

4.   INCOME TAXES

     During  the  nine  months ended June 30, 2002, our subsidiaries recorded an
     income tax of RMB 90,826. We are 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 June 30, 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.


                                        8
<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 June 30,
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  June  30,  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


                                        9
<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 September 30,
2001,  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 Chinese Renminbi ("RMB"). The functional currency of the Company's
PRC  operations  is  the 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 RMB are
translated  into  RMB  at  the  applicable  exchange  rates. Monetary assets and
liabilities  denominated  in  other  currencies  are  translated into RMB 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.  For  all  purposes  in  this  report, unless otherwise specifically
stated, the U.S. dollar equivalent for the PRC Renminbi is the official exchange
rate  of  8.277  RMB=$1.00  (U.S.).


                                       10
<PAGE>
Consolidated  Results  of  Operations:

Three  Months  Ended  June  30,  2002  and  2001:

Sales.     The sales for the three months ended June 30, 2002 were RMB 5,163,505
as  compared to sales of RMB 9,027,035 for the three months ended June 30, 2001,
a decrease of RMB 3,863,530 or 42.8%. The decrease was due to lower demands from
our  major  customers.  Since  it  is  close  to the end of the planting season,
management  believes  that  sales  for  the  year  ended September 30, 2002 will
approximate  75%  of  prior  year  levels.

Gross  Profit.     Gross profit for the three months ended June 30, 2002 was RMB
981,349  or 19% of revenues, as compared to RMB 2,349,435 or 26% of revenues for
the  three months ended June 30, 2001. The gross profit margin decreased in 2002
as  compared to 2001 as a result of lower sales prices to attract new customers.

Administrative and General Expenses.     Administrative and general expenses for
the  three  months ended June 30, 2002 were RMB 1,138,229 or 22% of revenues, as
compared  to RMB 740,547 or 8.2% of revenues for the three months ended June 30,
2001,  an  increase  of  RMB 397,682. The increase of administrative and general
expenses  is  mainly due to director's remuneration of RMB 747,000 for the three
quarters  of  the  current  fiscal  year.

Selling  Expenses.     Selling expenses for the three months ended June 30, 2002
were  RMB  245,767  or  4.8%  of revenues, as compared to RMB 399,793 or 4.4% of
revenues  for  the  three months ended June 30, 2001, a decrease of RMB 154,026.
Selling expenses decreased in 2002 compared to 2001 as a result of reduced sales
due  to  the  lower  demand  from  major  customers.

Income  / Loss from Operations.     Loss from operations was RMB 402,647 for the
three  months  ended  June 30, 2002, as compared to an income from operations of
RMB  1,209,095  for  the  three  months  ended  June  30,  2001.

Other  Income  (Expense).     We  recorded interest income of RMB 49,132 and RMB
4,111  for  the  three  months  ended  June  30,  2002  and  2001, respectively.

We  recorded  interest expense of RMB 23,710 and RMB 32,630 for the three months
ended June 30, 2002 and 2001, respectively. As of June 30, 2002, we had extended
a  bank  loan of RMB 1,000,000 (US$120,482) which was originally due at June 19,
2002.  The  bank loan bears interest at 5.325% per annum and is due at April 19,
2003.

We  recorded  amortization  of  loan  fees of RMB 0 and RMB 57,200 for the three
months  ended  June  30,  2002  and  2001,  respectively.

Income  Taxes.          During the three months ended June 30, 2002, we recorded
income tax of RMB 53,199. We recognized income tax expense of RMB 59,981 for the
three  months  ended  June  30,  2001.


                                       11
<PAGE>
Minority  Interest.     For  the  three months ended March 31, 2002 and 2001, we
recorded  a  minority  interest  of RMB 26,763 and RMB (27,952) respectively, to
reflect  the  interest  of  the  Company's  30% joint venture partner in the net
income  of  Jiangxi  Fenglin.

Net  Income / Loss.     Net loss was RMB 403,661 for the three months ended June
30,  2002,  as  compared  to  a net income of RMB 1,035,443 for the three months
ended  June  30,  2001.  The  reason for recording net loss for the three months
ended  June  30, 2002 while recording net income for the three months ended June
30,  2001  was primarily the result of the increasing administrative and general
expenses  due  to  director's  remuneration.


Nine  Months  Ended  June  30,  2002  and  2001:

Sales.     The  sales for the nine months ended June 30, 2002 were RMB 9,936,302
as  compared to sales of RMB 15,633,080 for the nine months ended June 30, 2001,
a decrease of RMB 5,696,778 or 36.4%. The decrease was due to lower demands from
our  major  customers.  Since  it  is  close  to the end of the planting season,
management  believes  that  sales  for  the  year  ended September 30, 2002 will
approximate  75%  of  prior  year  levels.

Gross  Profit.     Gross  profit for the nine months ended June 30, 2002 was RMB
1,817,578  or 18.3% of revenues, as compared to RMB 3,901,662 or 25% of revenues
for  the  nine  months ended June 30, 2001. The gross profit margin decreased in
2002  as  compared  to  2001  as  a  result of lower sales prices to attract new
customers.

Administrative and General Expenses.     Administrative and general expenses for
the  nine months ended June 30, 2002 were RMB 2,176,486 or 21.9% of revenues, as
compared  to  RMB  2,336,922 or 14.9% of revenues for the nine months ended June
30,  2001,  a  decrease  of  RMB  160,436.

Selling  Expenses.     Selling  expenses for the nine months ended June 30, 2002
were  RMB  383,168  or  3.9%  of revenues, as compared to RMB 645,274 or 4.1% of
revenues  for  the  nine  months ended June 30, 2002, a decrease of RMB 262,106.
Selling  expenses decreased in 2002 compared to 2001 as a result of reduction in
sales  due  to  the  lower  demand  from  major  customers.

Income  / loss from Operations.     Loss from operations was RMB 742,076 for the
nine months ended June 30, 2002, as compared to an income from operations of RMB
919,466  for  the  nine  months  ended  June  30,  2001.

Other  Income  (Expense).     We recorded interest income of RMB 148,472 and RMB
39,169  for  the  nine  months  ended  June  30,  2002  and  2001, respectively.


                                       12
<PAGE>
We  recorded  interest  expense of RMB 53,453 and RMB 64,370 for the nine months
ended June 30, 2002 and 2001, respectively. As of June 30, 2002, we had extended
a  bank  loan of RMB 1,000,000 (US$120,482) which was originally due at June 19,
2002.  The  bank loan bears interest at 5.325% per annum and is due at April 19,
2003.

We  recorded  amortization  of  loan  fees of RMB 0 and RMB 359,506 for the nine
months  ended  June  30,  2002  and  2001,  respectively.

Income Taxes.     During the nine months ended June 30, 2002, we recorded income
tax  of RMB 90,826. We recognized income tax expense of RMB 144,810 for the nine
months  ended  June  30,  2001.

Minority  Interest.     For  the  nine  months  ended June 30, 2002 and 2001, we
recorded  a  minority  interest  of  RMB  36,650  and RMB 1,670 respectively, to
reflect  the  interest  of  the  Company's  30% joint venture partner in the net
income  of  Jiangxi  Fenglin.

Net  Income  / Loss.     Net loss was RMB 701,233 for the nine months ended June
30,  2002,  as compared to a net income of RMB 391,619 for the nine months ended
June  30, 2001. The reason for recording net loss for the nine months ended June
30, 2002 while recording net income for the three months ended June 30, 2001 was
primarily  the  result of the increasing administrative and general expenses due
to  director's  remuneration.


Consolidated  Financial  Condition:

Liquidity and Capital Resources - June 30, 2002

We reported a 36.4% decrease in sales during the nine months ended June 30, 2002
compared  to  the  nine months ended June 30, 2001. The Company believes that it
has  adequate  funds  to  support  operations for the current fiscal year ending
September  30,  2002.

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.

Operating.     For the nine months ended June 30, 2002, our operations generated
cash  resources  of  RMB 773,338 as compared to utilizing RMB 12,980,135 for the
nine months ended June 30, 2001. Our operations generated more cash resources in
2002  as  compared  to  2001 primarily as a result of the settlement of accounts
receivable  and  also  the receipt of deposits from our major customers, and the


                                       13
<PAGE>
issuance  of  common  shares for directors' remuneration. At June 30, 2002, cash
and cash equivalents decreased by RMB 255,463 to RMB 336,401, as compared to RMB
591,864  at September 30, 2001. We had working capital of RMB 6,080,093, at June
30,  2002,  as  compared  to  RMB  4,445,923 at September 30, 2001, resulting in
current  ratios  of  1.44:1  and 1.30:1 at June 30, 2002 and September 30, 2001,
respectively.

Accounts receivable.          Accounts receivable decreased by RMB 1,996,535, to
RMB  10,752,242  at  June  30,  2002, from RMB 12,748,777 at September 30, 2001.
Accounts  receivable  decreased  during the nine months ended June 30, 2002 as a
result  of  settlement  of  part  of  the  accounts  receivable.

Inventories.          Inventories  increased  by RMB 2,694,868, to RMB 4,148,396
at  June  30,  2002, from RMB 1,453,528 at September 30, 2001 in anticipation of
the  current  selling  season  during  the  spring  and  summer.

Amount  due  from related parties.     Amount due from related parties increased
by  RMB  392,755,  to  RMB  4,010,928  at  June  30, 2002, from RMB 3,618,173 at
September  30,  2001  as  a  result  of  making  loans  to  related  companies.

Investing.     During the nine months ended June 30, 2002 and 2001, additions to
property,  plant  and  equipment  aggregated  RMB  335,801  and  RMB  707,836,
respectively.

Financing.     During  the  nine  months  ended  June  30,  2002,  one  of  our
subsidiaries  repaid  RMB 993,000 of the short-term bank loans. Also, one of our
subsidiaries  obtained  loan  proceeds of RMB 300,000 under unsecured short-term
loans.


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, 2001 and 2000, inflation and changing prices have
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


                                       14
<PAGE>
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  Financial  Accounting  Standards  Board (FASB) issued SFAS
No.141,  "Business  Combinations", and SFAS no.142, "Goodwill and Other Tangible
Assets". SFAS No.141 requires that the purchase method of accounting be used for
all  business  combinations  initiated  after  June  30,  2001.  Use  of  the
pooling-of-interests  method  will  be  prohibited  after that date. SFAS No.142
changes  the accounting for goodwill and intangible assets with indefinite lives
from  an  amortization  method  to  an  impairment-only  approach  and  acquires
intangible  assets  with  finite  lives to be amortized over their useful lives.
Thus,  amortization of goodwill and intangible assets with indefinite lives will
cease  upon  adoption of the statement. SFAS No.142 is required to be applied in
fiscal  years  beginning  after  December  15,  2001.  We do not expect that the
adoption  of SFAS No.141 or SFAS No.142 will have a significant immediate impact
on  our  financial  condition  or  results  of operations, as we have no pending
business  combinations,  nor  do we have any goodwill or other intangible assets
recorded  as  of  December  31,  2001.

In  August  2001,  the  FASB  issued  SFAS No.144, "Accounting for Impairment or
Disposal  of  Long-Lived  Assets",  which  addresses  accounting  and  financial
reporting for the impairment or disposal of long-lived assets. This statement is
effective  for  fiscal years beginning after December 15, 2001. We are currently
assessing  the  impact,  if  any,  that  SFAS  No.144  may have on our financial
condition  and  results  of  operations.


                                       15
<PAGE>
PART  II.  OTHER  INFORMATION


ITEM  2.  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

During  the  nine months ended June 30, 2002, we issued 708,334 shares of common
stock.  The shares issued were primarily issued to two officer/directors in lieu
of  cash  compensation  for  services  rendered  to  us.

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:

     Nine Months Ended June 30, 2002 - None


                                       16
<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:  August 14, 2002                        By: /s/  LAWRENCE HON
                                              ----------------------------------
                                                Lawrence  Hon
                                                President  and  Chief
                                                Executive  Officer
                                                (Duly  Authorized
                                                Officer)




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


                                       17
<PAGE>