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 March 31, 2003

     [ ]  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                             98-0352588
     ------------------------------------     ---------------------------
     (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  March 31, 2003, the Company had 12,473,451 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
     -    March 31, 2003 (Unaudited) and September 30, 2002 (Audited)

          Consolidated Statements of Operations (Unaudited)

     -    Three Months and Six Months Ended March 31, 2003 and 2002

          Consolidated Statements of Cash Flows (Unaudited)
     -    Six Months Ended March 31, 2003 and 2002

          Notes to Consolidated Financial Statements (Unaudited)
     -    Six Months Ended March 31, 2003 and 2002

     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 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                         AGROCAN CORPORATION AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS
                        MARCH 31, 2003 AND SEPTEMBER 30, 2002
                               (UNITED STATES DOLLARS)


                                                          (Unaudited)    (Audited)
                                                         MAR 31, 2003   SEP 30, 2002
<S>                                                      <C>            <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                              $     78,932   $    128,615
  Accounts receivable, less allowance for
    doubtful accounts of $178,617                             797,240        934,600
  Other receivables and prepayments                            98,970        132,399
  Interest receivable                                          10,389              -
  Inventories                                                 585,614        284,886
  Amount due from related parties, net                        422,415        422,415
  Deferred consulting fees                                     38,100              -
                                                         -------------  -------------

  TOTAL CURRENT ASSETS                                      2,031,660      1,902,915

ADVANCES RECEIVABLE, NET                                      117,952        168,145
PROPERTY, PLANT AND EQUIPMENT - NET                           629,648        673,209
                                                         -------------  -------------

  TOTAL ASSETS                                           $  2,779,260   $  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
  Account payable                                              56,123         82,624
  Other payables and accruals                                  57,799        139,903
  Deposits received                                           499,192        296,375
  Amount due to related parties                                31,782        341,196
  Income tax payable                                           73,243         72,263
                                                         -------------  -------------

  TOTAL LIABILITIES, ALL CURRENT                            1,135,032      1,349,254

MINORITY INTEREST                                              67,860         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 12,473,451 at March 31, 2003
    and 3,673,304 at September 30, 2002                         1,247            367
  Capital in excess of par value                            2,200,112      1,885,251
  Retained earnings
    Unappropriated                                           (746,549)      (686,805)
    Appropriated                                              120,457        120,457
  Other comprehensive income                                    1,101          1,101
                                                         -------------  -------------

  TOTAL SHAREHOLDERS' EQUITY                                1,576,368      1,320,371
                                                         -------------  -------------

  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY             $  2,779,260   $  2,744,269
                                                         =============  =============
</TABLE>

See notes to consolidated financial statements


                                        3
<PAGE>
<TABLE>
<CAPTION>
                      AGROCAN CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                             (UNITED STATES DOLLARS)


                                          2003         2002
<S>                                   <C>          <C>

NET SALES                             $  216,940   $  447,129

COST OF SALES                            184,724      380,724
                                      -----------  -----------

GROSS PROFIT                              32,216       66,405

ADMINISTRATIVE AND GENERAL EXPENSES       80,392       80,430

SELLING EXPENSES                           2,492        8,664
                                      -----------  -----------

LOSS FROM OPERATIONS                     (50,668)     (22,689)

OTHER INCOME (EXPENSE)
  Interest income                          5,176       11,474
  Interest expense                        (1,799)        (391)
                                      -----------  -----------

LOSS BEFORE INCOME TAXES                 (47,291)     (11,606)

INCOME TAXES                                 785        5,117
                                      -----------  -----------

LOSS BEFORE MINORITY INTEREST            (48,076)     (16,723)
MINORITY INTEREST                          2,533          355
                                      -----------  -----------

NET LOSS                              $  (45,543)  $  (16,368)
                                      ===========  ===========

WEIGHT AVERAGE SHARES OUTSTANDING
  Basic and diluted                    5,360,407    3,059,970

BASIC AND DILUTED LOSS PER SHARES     $    (0.01)  $    (0.01)
                                      ===========  ===========
</TABLE>

  See notes to consolidated financial statements


                                        4
<PAGE>
<TABLE>
<CAPTION>
                      AGROCAN CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                FOR THE SIX MONTHS ENDED MARCH 31, 2003 AND 2002
                             (UNITED STATES DOLLARS)


                                         2003         2002
<S>                                   <C>          <C>

NET SALES                             $  486,135   $  575,036

COST OF SALES                            369,299      474,286
                                      -----------  -----------

GROSS PROFIT                             116,836      100,750

ADMINISTRATIVE AND GENERAL EXPENSES      145,030      125,091

SELLING EXPENSES                          34,631       16,554
                                      -----------  -----------

LOSS FROM OPERATIONS                     (62,825)     (40,895)

OTHER INCOME (EXPENSE)
  Interest income                         10,594       11,968
  Interest expense                        (3,613)      (3,583)
                                      -----------  -----------

LOSS BEFORE INCOME TAXES                 (55,844)     (32,510)

INCOME TAXES                              10,684        4,533
                                      -----------  -----------

LOSS BEFORE MINORITY INTEREST            (66,528)     (37,043)
MINORITY INTEREST                          6,784        1,191
                                      -----------  -----------

NET LOSS                              $  (59,744)  $  (35,852)
                                      ===========  ===========

WEIGHT AVERAGE SHARES OUTSTANDING
  Basic and diluted                    4,754,128    3,059,970

BASIC AND DILUTED LOSS PER SHARES     $    (0.01)  $    (0.01)
                                      ===========  ===========
</TABLE>


See notes to consolidated financial statements


                                        5
<PAGE>
<TABLE>
<CAPTION>
                      AGROCAN CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                FOR THE SIX MONTHS ENDED MARCH 31, 2003 AND 2002
                             (UNITED STATES DOLLARS)


                                                            2003        2002
<S>                                                      <C>         <C>
OPERATING ACTIVITIES
Net loss                                                 $ (59,744)  $ (35,852)
Adjustments to reconcile net income to net cash
  provided by (used in) operating activities:
  Common shares issued for directors' remuneration          60,000     180,038
  Depreciation                                              51,811      36 387
  Minority interest in net loss                             (6,784)     (1,191)
  Decrease in account receivable                           137,360     225,822
  Decrease (increase) in other receivables, deposit
     and prepayments                                        33,429      (8,116)
  (Increase) in interest receivable                        (10,389)          -
  (Increase) in inventories                               (300,728)   (324,144)
  Decrease in amounts due from related parties                   -     (74,329)
  (Decrease) increase in accounts payable                  (26,501)   (145,705)
  (Decrease) increase in tax payable                           980     (18,496)
  (Decrease) in other payables and accruals                (82,104)     84,940
  Increase in deposits received                            202,817     341,703
  (Decrease) increase in amounts due to related parties    (91,773)   (152,475)
                                                         ----------  ----------

  Net cash provided by (used in) operating activities      (91,626)    108,582
                                                         ----------  ----------

INVESTING ACTIVITIES
  Decrease in advances receivable                           50,193           -
  Additions to property, plant and equipment                (8,250)    (35,825)
                                                         ----------  ----------

  Net cash used in investing activities                     41,943     (35,825)
                                                         ----------  ----------

FINANCING ACTIVITIES
  Repayment of short term bank loan                              -    (119,639)
  Proceeds from short term loans - unsecured                     -      58,434
                                                         ----------  ----------

  Net cash used in financing activities                          -     (61,205)
                                                         ----------  ----------

Net decrease in cash and cash equivalents                  (49,683)     11,552
Cash and cash equivalents at beginning of year             128,615      71,309
                                                         ----------  ----------
Cash and cash equivalents at end of year                 $  78,932   $  82,861
                                                         ==========  ==========

Supplement schedule of non-cash investing
and financing activities
  Common shares issued for amount due to related parties $ 277,641           -
  Common shares issued for deferred consulting fees      $  38,100           -

Cash paid during the six months for income taxes         $   9,704   $  23,030

Cash paid during the six months for interest             $   3,613   $   3,583
</TABLE>


See notes to consolidated financial statements


                                        6
<PAGE>
AGROCAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED MARCH 31, 2003 AND 2002
(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 six months ended March 31, 2003
and  2002  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 15% decrease in sales during the six months ended March
31,  2003  compared to the six months ended March 31, 2002. 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  March  31,  2003  and  September  30, 2002 are comprised of the
following:


                      MARCH 31, 2002   SEPTEMBER 30, 2002

                            USD                 USD
     RAW MATERIALS      $  193,439          $  110,030


                                        7
<PAGE>
     FINISHED GOODS        392,175          $  174,856
                      ------------        ------------
                        $  585,614          $  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  March  31,  2003, the Company has a bank loan of $120,482. The bank loan
bears  interest at 6.04% per annum and is originally due April 4, 2003. The bank
loan  has  been  extended  and  is  due  on April 2004 and interest at 6.04% per
annum. The  loan  is  guaranteed  by  a  customer  of  the  Company.

4.   INCOME TAXES

During  the six months ended March 31, 2003, our subsidiaries recorded an income
tax  of  $10,684.  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  March  31,  2003  and  2002.

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.   CHANGES IN SECURITIES

During  the six months ended March 31, 2003, the Company issued 8,800,147 shares
of  common stock. Among those shares, 545,454 shares, with an aggregate value of
$60,000,  were issued to two of the Company's directors/officers in lieu of cash
as  remuneration for their services to the


                                        8
<PAGE>
Company,  7,254,693  shares  were  issued to the shareholders in lieu of cash as
repayment  of  the shareholders' loan of $217,641 and 1,000,000 shares (see Note
7.)  with  an aggregate value of $38,100 were issued to two dividuals in lieu of
cash  for  their  consulting  services  to  the  Company.

7.   CONSULTING AGREEMENTS

As  disclosed  on  April  7,  2003  in a Form S-8 filing with the Securities and
Exchange  Commission,  on  March  28,  2003,  the  Company entered into one year
consulting  agreements  with  Winnex Enterprises Ltd. and Mr. Wong Wai Hung (the
"Consultants").  The  services  to  be  rendered  include  assisting the Company
through  its  relationships  with  potential  sources on a best efforts basis in
order to identity sources for the acquisition of the Company's equity securities
in  connection  with up to $5,000,000. The agreement calls for 500,000 shares of
freely  tradable shares of common stock to be issued to each consultant upon the
signing  of the agreement and in the event the consultants introduce the Company
to  any  party  that  leads  to merger and / or acquisition transaction with the
Company  that  the Consultants will be compensated at the time of closing of the
transaction  a  fee  up to six percent on the transaction based on the number of
shares  issued  by  the Company for the transaction. In accordance with SFAS 123
and EITF 96-18, the Company has accounted for the consulting agreements based on
the  fair  market  value  of the Company's stock at the commencement date of the
agreement.  The Company recorded $38,100 for deferred consulting fees associated
with  this  agreement  as  of  March  31,  2003.

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 March 31,
2003  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  March  31,  2003  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


                                        9
<PAGE>
venture  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 March 31, 2003, 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 March 31, 2003 and 2002:

Sales.  The  sales  for  the  three months ended March 31, 2003 were $216,940 as
compared  to  sales  of  $447,129  for  the three months ended March 31, 2002, a
decrease  of  $230,189  or  51%.  The decrease was due to lower demands from our
major  customers.  The  lower  demand  is  due  to  the  bad economic condition.
Subsequent  to  March  31,  2003,  we have increased production levels and sales
order  from  customers.  Management  believes  that  sales  for  the  year ended
September  30,  2003  will  approximate  as  same  as  the  prior  year  levels.

Gross  Profit.     Gross  profit  for  the three months ended March 31, 2003 was
$32,216  or  14.9%  of revenues, as compared to $66,405 or 14.9% of revenues for
the three months ended March 31, 2002. The gross profit margin unchanged in 2003
as  compared to 2002.

Administrative and General Expenses.     Administrative and general expenses for
the  three  months  ended  March  31,  2003 were $80,392 or 37% of revenues, as
compared  to  $80,430  or


                                       10
<PAGE>
18%  of  revenues  for  the  three  months  ended March 31, 2002, a  decrease of
$38.

Selling Expenses.     Selling expenses for the three months ended March 31, 2003
were  $2,492  or 1.1% of revenues, as compared to $8,664 or 1.9% of revenues for
the  three  months  ended  March  31,  2002.  Selling expenses decreased in 2003
compared  to  2002  as a result of decreasing sales due to the lower demand from
major  customers.

Loss  from Operations.     Loss from operations was $50,668 for the three months
ended  March  31, 2003, as compared to a loss from operations of $22,689 for the
three  months  ended  March  31,  2002.

Other Income (Expense).     We recorded interest income of 5,176 and $11,474 for
the  three  months  ended  March  31,  2003  and  2002,  respectively.

We recorded interest expense of $1,799 and $391 for the three months ended March
31,  2003  and  2002,  respectively. As of March 31, 2003, we had a bank loan of
$120,482,  which  bears  interest  at  6.04% per annum and is due on April 2004.

Income Taxes.          During the three months ended March 31, 2003, we recorded
income  tax  of  $785.  We  recognized income tax of $5,117 for the three months
ended  March  31,  2002.

Minority  Interest.     For  the  three months ended March 31, 2003 and 2002, we
recorded  a  minority  interest  of $2,533 and $355 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 $45,543 for the three months ended March 31, 2003, as
compared to a net loss of $16,368 for the three months ended March 31, 2002. The
reason  for  recording higher net loss for the three months ended March 31, 2003
than  the  three  months  ended  March  31, 2002 was primarily the result of the
decrease  in  sales.

Six Months Ended March 31, 2003 and 2002:

Sales.  The  sales  for  the  six  months  ended March 31, 2003 were $486,135 as
compared  to  sales  of  $575,036  for  the  six  months ended March 31, 2002, a
decrease of $88,901 or 15%. The decrease was due to lower demands from our major
customers.  The lower demand is due to the bad economic condition. Subsequent to
March  31,  2003,  we  have  increased  production  levels  and sales order from
customers.  Management believes that sales for the year ended September 30, 2003
will  approximate  as  same  as  the  prior  year  levels.

Gross  Profit.     Gross  profit  for  the  six  months ended March 31, 2003 was
$116,836  or  24%  of revenues, as compared to $100,750 or 17.5% of revenues for
the  six  months ended March 31,


                                       11
<PAGE>
2002.  The gross profit margin increased in 2003 as compared to 2002 as a result
of  the  company  is  targeting  on  the  higher  profit  margin  customers.

Administrative and General Expenses.     Administrative and general expenses for
the  six  months  ended  March  31,  2003  were  $145,030 or 30% of revenues, as
compared to $125,091 or 18% of revenues for the six months ended March 31, 2002,
an  increase  of $19,939. The increase of administrative and general expenses is
higher wages and travel expenses.

Selling  Expenses.     Selling  expenses for the six months ended March 31, 2003
were $34,631 or 7.1% of revenues, as compared to $16,554 or 2.9% of revenues for
the  six  months  ended March 31, 2002, an increase of $18,077. Selling expenses
increased  in 2003 compared to 2002 as a result of higher freight for delivering
of  our  products.

Loss  from  Operations.     Loss from operations was $62,825 for the six months
ended  March  31, 2003, as compared to a loss from operations of $40,895 for the
six  months  ended  March  31,  2002.

Other  Income  (Expense).     We recorded interest income of $10,594 and $11,968
for  the  six  months  ended  March  31,  2003  and  2002,  respectively.

We recorded interest expense of $3,613 and $3,583 for the six months ended March
31,  2003  and  2002,  respectively. As of March 31, 2003, we had a bank loan of
$120,482,  which  bears  interest  at  6.04% per annum and is due on April 2004.

Income  Taxes.          During  the six months ended March 31, 2003, we recorded
income  tax  of  $10,684.  We recognized income tax of $4,533 for the six months
ended  March  31,  2002.

Minority  Interest.     For  the  six  months  ended March 31, 2003 and 2002, we
recorded  a  minority interest of $6,784 and $1,191 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 $59,744 for the six months ended March 31, 2003, as
compared  to  a net loss of $35,852 for the six months ended March 31, 2002. The
reason  for recording more net loss for the six months ended March 31, 2003 than
the  six  months ended March 31, 2002 was primarily the result of the decreasing
sales  and  higher  administrative  and  general  expenses.

Consolidated Financial Condition:

Liquidity and Capital Resources - March 31, 2003

We  reported  a 15% decrease in sales during the six months ended March 31, 2003
compared  to  the  six months ended March 31, 2002. The Company believes that it
has  adequate  funds  to


                                       12
<PAGE>
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.

Operating.     For  the six months ended March 31, 2003, our operations utilized
cash  resources  of $91,626 as compared to generated $108,582 for the six months
ended  March  31,  2002.  Our operations utilized more cash resources in 2003 as
compared  to  2002  primarily  as  a result of the settlement of other payables,
including  the  settlement  of  shareholders' loans. At March 31, 2003, cash and
cash  equivalents  decreased  by  $49,683 to $78,932, as compared to $128,615 at
September  30,  2002.  We had working capital of $896,628, at March 31, 2003, as
compared  to  $553,661  at  September  30,  2002, resulting in current ratios of
1.79:1  and  1.41:1  at  March  31,  2003  and September 30, 2002, respectively.

Accounts  receivable.          Accounts  receivable  decreased  by  $137,360, to
$797,240  at  March  31,  2003,  from  $934,600  at September 30, 2002. Accounts
receivable  decreased  during the six months ended March 31, 2003 as a result of
settlement  of  part  of  the  accounts  receivable  from  customers.

Inventories.          Inventories  increased  by  $300,728, to $585,614 at March
31,  2003,  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 March 31, 2003 and September 30, 2002 as a result of no money
movement  to  related  companies.

Investing.     During the six months ended March 31, 2003 and 2002, additions to
property,  plant  and  equipment  aggregated  $8,250  and $35,825, respectively.

During  the six months ended March 31, 2003, there was part of settlement of the
advance  receivables  of  $50,193.

Financing.     During the six months ended March 31, 2003, we did not record any
financing  activities.  During  the  six months ended March 31, 2002, one of our
subsidiaries  repaid $119,639 of the short-term bank loans and proceeded $58,434
from  the  unsecured  short-term  loan.


Inflation and Currency Matters:


                                       13
<PAGE>
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 March 31, 2003 and 2002, 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
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.


                                       14
<PAGE>
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.

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.

In October 2002, the FASB issued SFAS No. 147, "Acquisition of Certain Financial
acquisitions  of financial institutions, except transactions between two or more
mutual enterprises. The Company does not expect that this standard will have any
effect  on  its  financial  statements.

In  December  2002,  the  FASB  issued SFAS No. 148, "Accounting for Stock-Based
Compensation  -  Transition  and  Disclosure".  SFAS No. 148 amends SFAS No. 123
"Accounting  and  Stock-Based  Compensation,"  to provide alternative methods of
transition  for  a voluntary change to the fair value based method of accounting
for  stock-based  employee  compensation.  In  addition, SFAS No. 148 amends the
disclosure requirements of SFAS No. 123 to require prominent disclosures in both
annual  and  interim  financial  statements  about  the method of accounting for
stock-based  employee compensation and the effect of the method used in reported
results. SFAS No. 148 is effective for fiscal years beginning after December 15,
2002.  The  interim  disclosure  provisions  are effective for financial reports
containing financial statements for interim periods beginning after December 15,
2002.  The  Company  does  not  expect  the  adoption  of SFAS No. 148 to have a
material effect on out financial position, results of operations, or cash flows.


                                       15
<PAGE>
PART II. OTHER INFORMATION


ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

During the six months ended March 31, 2003, we issued 8,800,147 shares of common
stock.  Among those shares, 545,454 shares were issued to two of our directors /
officers, Mr. Danny Wu and Mr. Lawrence Hon, in lieu of cash as remuneration for
their services to the Company. 7,254,693 shares were issued to the shareholders,
Texon Investments Holdings Ltd., Intermax Ltd. and Masterpiece Development Ltd.,
in  lieu  of  cash as repayment to the shareholders' loan. 1,000,000 shares were
issued  to two individuals, in lieu of cash for their consulting services to the
Company.

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:

During  the  six  months  ended  March 31, 2003, the Company filed the following
report  on  the  Form  8-K:


Form    Filing Date                 Event Reported
----    -----------                 --------------

8-K    Oct 4, 2002     A report on Form 8-K (item 4), which announced
                       changing in the  Company's certifying accountant.


8-K/A  Oct 23, 2002    A report on Form 8-K/A (item 4), which announced
                       changing in the  Company's certifying accountant.


8-K    March 21, 2003  A report on Form 8-K (item 5), which announced
                       issuing 7,254,693 shares of the Company's common
                       stock to repay the shareholders' loan


                                       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: April 25, 2003                        By: /s/ LAWRENCE HON
                                                    ----------------------
                                                    Lawrence Hon
                                                    President and Chief
                                                    Executive Officer
                                                    (Duly Authorized
                                                    Officer)




Date: April 25, 2003                        By: /s/ CARL YUEN
                                                    ----------------------
                                                    Carl Yuen
                                                    Chief Financial Officer
                                                    (Principal Financial
                                                    and Accounting Officer)



                                       17
<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 quarterly 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  quarterly  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
     quarterly  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  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 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
     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.

Date: April 25, 2003
/s/ Lawrence Hon, Chief Executive Officer
-----------------------------------------
Principal Executive Officer


                                       18
<PAGE>
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 quarterly 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  quarterly  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
     quarterly  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  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 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
     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.

Date: April 25, 2003
/s/ Carl Yuen, Chief Financial Officer
--------------------------------------
Principal Financial Officer


                                       19
<PAGE>