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, 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  March  31, 2002, the Company had 3,059,970 shares of common stock issued
and  outstanding.
Transitional Small Business Disclosure Format:  Yes  [ ]  No  [X]
Documents  incorporated  by  reference:  None.


                                        1
<PAGE>
                              AGROCAN CORPORATION

                                      INDEX


PART I.  FINANCIAL  INFORMATION

     Item 1.  Financial  Statements

          Consolidated  Balance Sheet (Unaudited) - March 31, 2002 and September
          31,  2001

          Consolidated  Statements of Operations and Comprehensive Income (Loss)
          (Unaudited)
          -  Three  Months  and  Six  Months  Ended  March  31,  2002  and  2001

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

          Notes  to  Consolidated  Financial Statements (Unaudited) - Six Months
          Ended  March  31,  2001  and  2000

     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>
                                       AGROCAN CORPORATION
                             CONSOLIDATED BALANCE SHEET (UNAUDITED)


                                                                  March 31, 2002     September 30,
                                                                                          2001
                                                                USD           RMB         RMB
<S>                                                       <C>             <C>         <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                               $       82,861     687,749     591,864
  Accounts receivable, net                                     1,310,175  10,874,453  12,748,777
  Other receivables and prepayments                               81,399     675,610     625,772
  Inventories                                                    499,267   4,143,920   1,453,528
  Deposits                                                        20,883     173,327     155,801
  Amount due from related parties, net                           510,254   4,235,107   3,618,173
                                                          --------------------------------------
  TOTAL CURRENT ASSETS                                         2,504,839  20,790,166  19,193,915

ADVANCES RECEIVABLE, NET                                         984,200   8,168,860   8,168,860
PROPERTY, PLANT AND EQUIPMENT, NET                               739,611   6,138,772   6,143,437
                                                          --------------------------------------
  TOTAL ASSETS                                            $    4,228,650  35,097,798  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                                     469,303   3,895,212   3,410,212
  Accounts payable                                               127,356   1,057,060   2,266,412
  Other payables and accruals                                    226,099   1,876,620   1,171,615
  Income tax payable                                              75,120     623,496     777,015
  Deposits received                                              435,728   3,616,544     780,404
  Amount due to related parties                                  371,541   3,083,789   4,349,334
                                                          --------------------------------------
  TOTAL LIABILITIES, ALL CURRENT                               1,825,629  15,152,721  14,747,992

MINORITY INTEREST                                                133,703   1,109,737   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 3,059,970 shares at March 31, 2002                 306       2,540       2,224
  Capital in excess of par value                               1,656,750  13,751,029  12,257,029
  Retained earnings
      Unappropriated                                             464,269   3,853,432   4,151,004
      Appropriated                                               145,818   1,210,289   1,210,289
  Other comprehensive income                                       2,175      18,050      18,050
                                                          --------------------------------------
  TOTAL SHAREHOLDERS' EQUITY                                   2,269,318  18,835,340  17,638,596
                                                          --------------------------------------
  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY              $    4,228,650  35,097,798  33,506,212
                                                          ======================================
</TABLE>

See  notes  to  consolidated  financial  statements


                                        3
<PAGE>
<TABLE>
<CAPTION>
                              AGROCAN CORPORATION
                    CONSOLIDATED STATEMENTS OF OPERATIONS AND
                    COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
                   THREE MONTHS ENDED MARCH 31, 2002 AND 2001


                                          2002         2002        2001
                                       ----------------------------------
                                          USD          RMB         RMB
<S>                                   <C>          <C>         <C>
NET SALES                             $  447,129   3,711,171   4,406,913

COST OF SALES                            380,724   3,160,006   3,402,809
                                       ----------------------------------

GROSS PROFIT                              66,405     551,165   1,004,104

ADMINISTRATIVE AND GENERAL EXPENSES      (80,430)   (667,571)   (809,707)

SELLING EXPENSES                          (8,664)    (71,911)   (225,560)
                                       ----------------------------------

LOSS FROM OPERATIONS                     (22,689)   (188,317)    (31,163)

OTHER INCOME (EXPENSE)
    Interest income                       11,474      95,235      35,058
    Interest expense                        (391)     (3,246)    (21,114)
    Amortization of loan fees                  -           -    (151,153)
                                       ----------------------------------

LOSS BEFORE INCOME TAXES                 (11,606)    (96,328)   (168,372)

INCOME TAXES                              (5,117)    (42,472)    (56,903)
                                       ----------------------------------
LOSS BEFORE MINORITY INTEREST            (16,723)   (138,800)   (225,275)

MINORITY INTEREST                            355       2,945       7,040
                                       ----------------------------------

NET LOSS                              $  (16,368)   (135,855)   (218,235)
                                       ==================================

WEIGHTED AVERAGE SHARES OUTSANDING
    Basic and diluted                  3,059,970   3,059,970   2,334,970

BASIC AND DILUTED LOSS PER SHARE      $    (0.01)      (0.04)      (0.09)
                                       ==================================
</TABLE>

See  notes  to  consolidated  financial  statements


                                        4
<PAGE>
<TABLE>
<CAPTION>
                              AGROCAN CORPORATION
                    CONSOLIDATED STATEMENTS OF OPERATIONS AND
                    COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
                    SIX MONTHS ENDED MARCH 31, 2002 AND 2001


                                          2002         2002         2001
                                       ------------------------------------
                                          USD          RMB          RMB
<S>                                   <C>          <C>          <C>
NET SALES                             $  575,036    4,772,797    6,606,045

COST OF SALES                            474,286    3,936,568    5,053,818
                                       ------------------------------------

GROSS PROFIT                             100,750      836,229    1,552,227

ADMINISTRATIVE AND GENERAL EXPENSES     (125,091)  (1,038,257)  (1,596,375)

SELLING EXPENSES                         (16,554)    (137,401)    (245,481)
                                       ------------------------------------

LOSS FROM OPERATIONS                     (40,895)    (339,429)    (289,629)

OTHER INCOME (EXPENSE)
    Interest income                       11,968       99,340       35,058
    Interest expense                      (3,583)     (29,743)     (31,740)
    Amortization of loan fees                  -            -     (302,306)
                                       ------------------------------------

LOSS BEFORE INCOME TAXES                 (32,510)    (269,832)    (588,617)

INCOME TAXES                              (4,533)     (37,627)     (84,829)
                                       ------------------------------------

LOSS BEFORE MINORITY INTEREST            (37,043)    (307,459)    (673,446)

MINORITY INTEREST                          1,191        9,887       29,622
                                       ------------------------------------

NET LOSS                              $  (35,852)    (297,572)    (643,824)
                                       ====================================

WEIGHTED AVERAGE SHARES OUTSANDING
    Basic and diluted                  3,059,970    3,059,970    2,334,970

BASIC AND DILUTED LOSS PER SHARE      $    (0.01)       (0.10)       (0.28)
                                       ====================================
</TABLE>

See  notes  to  consolidated  financial  statements


                                        5
<PAGE>
<TABLE>
<CAPTION>
                              AGROCAN CORPORATION
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                    SIX MONTHS ENDED MARCH 31, 2002 AND 2001


                                                              2002        2002         2001
                                                            -----------------------------------
                                                              USD          RMB          RMB
<S>                                                        <C>         <C>          <C>
OPERATING ACTIVITIES
Net loss                                                   $ (35,852)    (297,572)    (643,824)
Adjustments to reconcile net loss to net cash
(used in) provided by operating activities:
  Amortization of deferred costs                                   -            -      302,307
  Common shares issued for directors' remuneration           180,038    1,494,316            -
  Depreciation                                                36,387      302,010      298,490
  Minority interest in net loss                               (1,191)      (9,887)     (29,622)
  (Increase) decrease in accounts receivable                 225,822    1,874,324   (1,340,517)
  Decrease (increase) in other receivables, deposits
   and prepayments                                            (8,116)     (67,364)  (4,497,392)
  (Increase) in inventories                                 (324,144)  (2,690,392)  (1,027,988)
  (Increase) decrease in amounts due from related parties    (74,329)    (616,934)     767,091
  Increase (decrease) in accounts payable                   (145,705)  (1,209,352)   1,251,686
  Increase (decrease) in income tax payable                  (18,496)    (153,519)    (179,185)
  Increase in other payables and accruals                     84,940      705,005    3,502,892
  Increase (decrease) in deposits received                   341,703    2,836,140     (808,897)
  Increase (decrease) in amounts due to related parties     (152,475)  (1,265,545)     503,816
                                                            -----------------------------------

  Net cash provided by (used in) operating activities        108,582      901,230   (1,901,143)
                                                            -----------------------------------

INVESTING ACTIVITIES
  Additions to property, plant and equipment                 (35,825)    (297,345)    (659,489)
                                                            -----------------------------------

  Net cash used in investing activities                      (35,825)    (297,345)    (659,489)
                                                            -----------------------------------

FINANCING ACTIVITIES
  Repayment of short term bank loan                         (119,639)    (993,000)           -
  Repayment of short term loans - unsecured                        -            -     (510,000)
  Increase in note payable                                         -            -      414,000
  Proceeds from short term loans - unsecured                  58,434      485,000            -
  Short term bank loan                                             -            -    2,000,000
                                                            -----------------------------------

  Net cash (used in) provided by financing activities        (61,205)    (508,000)   1,904,000
                                                            -----------------------------------

Net increase (decrease) in cash and cash equivalents          11,552       95,885     (656,632)
Cash and cash equivalents beginning                           71,309      591,864    4,616,686
                                                            -----------------------------------

Cash and cash equivalents ending                            $ 82,861      687,749    3,960,054
                                                            ===================================
</TABLE>

See  notes  to  consolidated  financial  statements


                                        6
<PAGE>
AGROCAN  CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED MARCH 31, 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  six  months  ended  March  31, 2002 and 2001 are not necessarily
      indicative  of  the  operating  results  for  the full fiscal year, as the
      Company's  business  fluctuates  in  accordance  with  planting  seasons
      resulting  in  increased  revenues  in  the  second  and  third  quarters.

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

      The Company reported a 27.8% decrease in sales during the six months ended
      March  31,  2002 compared to the six months ended March 31, 2001. At March
      31,  2002 the Company is in default on short-term loans with third parties
      of  approximately  RMB  1.5  million.  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 March 31, 2002 and September 30, 2001 are comprised of the
      following:

                                  MARCH 31, 2002           SEPTEMBER 30, 2001

                               USD               RMB              RMB
      RAW MATERIALS         $228,898           1,899,859       1,020,669
      FINISHED GOODS         270,369           2,244,061         432,859
                            --------           ---------       ---------
                            $499,267           4,143,920       1,453,528
                            ========           =========       =========

3.    SHORT-TERM BANK LOANS

      As  of  March  31,  2002,  the  Company  had  a  bank loan of RMB1,000,000
      (US$120,482).  The bank loan bears interest at 6.435% per annum and is due
      during  the  year  ending  September  30,  2002.

4.    INCOME  TAXES

      During  the  six  months  ended  March 31, 2002, our subsidiaries recorded
      income  tax  expense  of  RMB 37,627. 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 to be
      material  at  March  31,  2002  and  2001.

5.    EARNINGS  PER  SHARE

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


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

Overview:

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

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

We,  through  AgroCan  (China)  Inc.,  currently  own  100%  interests  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 March 31, 2002 and 2001:

Sales.     The  sales  for  the  three  months  ended  March  31,  2002 were RMB
3,711,171 as compared to sales of RMB 4,406,913 for the three months ended March
31,  2001,  a  decrease  of  RMB 695,742 or 15.8%. The decrease was due to lower
demands  from  our  major  customers.  Subsequent  to  March  31,  2002, we have
increased  production  levels  and  management  believes that sales for the year
ended  September  30,  2002  will  approximate  80%  of  prior  year  levels.

Gross Profit.     Gross profit for the three months ended March 31, 2002 was RMB
551,165  or 14.9% of revenues, as compared to RMB 1,004,104 or 22.8% of revenues
for  the three months ended March 31, 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 March 31, 2002 were RMB 667,571 or 18% of revenues, as
compared  to  RMB  809,707 or 18.4% of revenues for the three months ended March
31,  2001,  a decrease of RMB 142,136. In view of the reduced level of sales and
production  during  the  quarter  ended  March  31, 2002, management was able to
reduce  administrative  and  general expenses, primarily in discretionary wages,
travel  and  office  expenses.

Selling Expenses.     Selling expenses for the three months ended March 31, 2002
were  RMB  71,911  or  1.9%  of  revenues, as compared to RMB 225,560 or 5.1% of
revenues  for  the three months ended March 31, 2001, a decrease of RMB 153,649.
Selling  expenses decreased in 2002 compared to 2001 as a result of reduction in
sales  due  to  the  lower  demand  from  major  customers.

Loss  from  Operations.     Loss  from  operations was RMB 188,317 for the three
months ended March 31, 2002, as compared to a loss from operations of RMB 31,163
for  the  three  months  ended  March  31,  2001.

Other  Income  (Expense).     We  recorded interest income of RMB 95,235 and RMB
35,058  for  the  three  months  ended  March  31,  2002 and 2001, respectively.

We  recorded  interest  expense of RMB 3,246 and RMB 21,114 for the three months
ended March 31, 2002 and 2001, respectively. As of March 31, 2002, we had a bank
loan of  RMB  1,000,000 (US$120,482). The bank loan bears interest at 6.435% per
annum  and  is  due  during  the  year  ending  September  30,  2002.

We  recorded  amortization  of  loan fees of RMB 0 and RMB 151,153 for the three
months  ended  March  31,  2002  and  2001,  respectively.


                                       11
<PAGE>
Income Taxes.          During the three months ended March 31, 2002, we recorded
income tax of RMB 42,472. We recognized income tax expense of RMB 56,903 for the
three  months  ended  March  31,  2001.

Minority  Interest.     For  the  three months ended March 31, 2002 and 2001, we
recorded a minority interest of RMB 2,945 and RMB 7,040 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  RMB  135,855 for the three months ended March 31,
2002,  as compared to a net loss of RMB 218,235 for the three months ended March
31,  2001.  The  reason  for  less amount of net loss for the three months ended
March  31,  2002  than  March  31,  2001 was primarily the result of the reduced
administrative  and general expenses and selling expenses, even though the gross
profit  was  less  than  the  same  period  of  last  year.

Six  Months  Ended  March 31, 2002 and 2001:

Sales.     The  sales for the six months ended March 31, 2002 were RMB 4,772,797
as compared to sales of RMB 6,606,045 for the six months ended March 31, 2001, a
decrease  of  RMB 1,833,248 or 27.8%. The decrease was due to lower demands from
our  major customers. Subsequent to March 31, 2002, we have increased production
levels  and management believes that sales for the year ended September 30, 2002
will  approximate  80%  of  prior  year  levels.

Gross  Profit.     Gross  profit for the six months ended March 31, 2002 was RMB
836,229  or 17.5% of revenues, as compared to RMB 1,552,227 or 23.5% of revenues
for  the  six  months ended March 31, 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  six months ended March 31, 2002 were RMB 1,038,257 or 21.8% of revenues, as
compared  to  RMB  1,596,375 or 24.2% of revenues for the six months ended March
31,  2001,  a decrease of RMB 558,118. In view of the reduced level of sales and
production  during  the  quarter  ended  March  31, 2002, management was able to
reduce  administrative  and  general expenses, primarily in discretionary wages,
travel  and  office  expenses.

Selling  Expenses.     Selling  expenses for the six months ended March 31, 2002
were  RMB  137,401  or  2.9%  of revenues, as compared to RMB 245,481 or 3.7% of
revenues  for  the  six  months ended March 31, 2002, a decrease of RMB 108,080.
Selling  expenses decreased in 2002 compared to 2001 as a result of reduction in
sales  due  to  the  lower  demand  from  major  customers.

Loss  from  Operations.     Loss  from  operations  was  RMB 339,429 for the six
months  ended  March  31,  2002,  as  compared  to a loss from operations of RMB
289,629  for  the  six  months  ended  March  31,  2001.


                                       12
<PAGE>
Other  Income  (Expense).     We  recorded interest income of RMB 99,340 and RMB
35,058  for  the  six  months  ended  March  31,  2002  and  2001, respectively.

We  recorded  interest  expense  of RMB 29,743 and RMB 31,740 for the six months
ended March 31, 2002 and 2001, respectively. As of March 31, 2002, we had a bank
loan  of  RMB  1,000,000 (US$120,482). The bank loan bear interest at 6.435% per
annum  and  is  due  during  the  year  ending  September  30,  2002.

We  recorded  amortization  of  loan  fees  of RMB 0 and RMB 302,306 for the six
months  ended  March  31,  2002  and  2001,  respectively.

Income  Taxes.     During  the six  months  ended  March 31, 2002,  we  recorded
income tax expense of RMB 37,627. We recognized income tax expense of RMB 84,829
for  the  six  months  ended  March  31,  2001.

Minority  Interest.     For  the  six  months  ended March 31, 2002 and 2001, we
recorded  a  minority  interest  of  RMB  9,887  and RMB 29,622 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 RMB 297,572 for the six months ended March 31, 2002,
as  compared  to  a  net  loss of RMB 643,824 for the six months ended March 31,
2001.  The reason for less net loss for the six months ended March 31, 2002 than
March  31, 2001 was primarily as a result of the reduction in administrative and
general  expenses  and  selling  expenses, even though the gross profit was less
than  the  same  period  of  last  year.

Consolidated  Financial  Condition:

Liquidity  and  Capital  Resources - March 31, 2002

We reported a 27.8% decrease in sales during the six months ended March 31, 2002
compared  to  the  six  months ended March 31, 2001. At March 31, 2002 we are in
default on short-term loans with third parties of approximately RMB 1.5 million.
We  believe  that  it  has  adequate funds to support operations for the current
fiscal  year  ending  September  30,  2002.

To  address  our  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.


                                       13
<PAGE>
Operating.     For the six months ended March 31, 2002, our operations generated
cash resources of RMB 901,230 as compared to utilizing RMB 1,901,143 for the six
months  ended  March  31,  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 we
issued  common  shares for directors' remuneration totaling RMB 1,494,316 during
the  six  months  ended  March  31,  2002.  At  March  31,  2002,  cash and cash
equivalents  had  increased  by  RMB  95,885  to  RMB  687,749,  as  compared to
RMB591,864  at  September  30, 2001. We had working capital of RMB 5,637,445, at
March 31, 2002, as compared to RMB 4,445,923 at September 30, 2001, resulting in
current  ratios  of  1.37:1 and 1.30:1 at March 31, 2002 and September 30, 2001,
respectively.

Accounts receivable.     Accounts  receivable decreased by RMB 1,874,324, to RMB
10,874,453  at  March  31,  2002,  from  RMB  12,748,777  at September 30, 2001.
Accounts  receivable  decreased  during the six months ended March 31, 2002 as a
result of settlement of part of the accounts receivable. Subsequent to March 31,
2002,  we  have  received  an  additional  RMB800,000  in settlement of accounts
receivable.

Inventories.   Inventories increased by RMB 2,690,392, to RMB 4,143,920 at March
31,  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  RMB616,934,  to  RMB  4,235,107  at  March  31,  2002, from RMB 3,618,173 at
September  30,  2001  as  a  result  of  making  loans  to  related  companies.

Investing.     During the six months ended March 31, 2002 and 2001, additions to
property,  plant  and  equipment  aggregated  RMB  297,345  and  RMB  659,489,
respectively.

Financing.     During  the  six  months  ended  March  31,  2002,  one  of  our
subsidiaries  repaid  RMB993,000  of  short-term  bank  loans.  Also, one of our
subsidiaries  obtained  loan  proceeds  of RMB485,000 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.


                                       14
<PAGE>
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  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  six months ended March 31, 2002, we issued 375,000 shares of common
stock. The 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.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)   Exhibits:

(b)   Reports  on  Form  8-K:

      Six  Months  Ended  March 31, 2002 - None


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                                   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:  May 8, 2002                        By:  /s/  LAWRENCE  HON
                                             -----------------------------
                                                    Lawrence  Hon
                                                    President  and  Chief
                                                    Executive  Officer
                                                    (Duly  Authorized
                                                    Officer)




Date:  May 8, 2002                        By:  /s/  CARL  YUEN
                                             -------------------------------
                                                    Carl  Yuen
                                                    Chief  Financial  Officer
                                                    (Principal  Financial
                                                    and  Accounting  Officer)


                                       17
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