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 September 30, 2005


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

               For the transition period from _______ to ________

                         Commission file number: 0-24374


                                 FANTATECH, INC.
  ---------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

                Delaware                                   62-1690722
  -----------------------------------               -----------------------
  (State  or  other  jurisdiction  of                  (I.R.S.  Employer
    incorporation  or  organization)                Identification  Number)

   Suite 1801A, Tower 1, China Hong Kong City, Tsimshatsui, Kowloon, Hong Kong
   ---------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (852) 2302 1636
   ---------------------------------------------------------------------------
                           (Issuer's telephone number)


   ---------------------------------------------------------------------------
    (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  Company  was required to file such reports), and (2) has been
subject  to  such  filing  requirements  for  the  past  90  days.
                             [X]Yes          [ ] No

As of October 31, 2005, the Company had 30,096,117 shares of common stock issued
and  outstanding.

Indicate  by check mark whether the registrant is a shell company (as defined in
Rule  12b-2  of  the  Exchange  Act).
                             [ ]Yes          [X] No

Transitional  Small  Business Disclosure Format:      [ ]Yes       [X] No

Documents  Incorporated  by  Reference:  None.


<PAGE>
                        FANTATECH, INC. AND SUBSIDIARIES

                                   FORM 10-QSB

                                      Index


Part  I  -  Financial  Information

Item  1.  Financial  Statements
          Condensed Consolidated Balance Sheets - September 30, 2005 (Unaudited)
               and December 31, 2004
          Condensed Consolidated Statements of Operations (Unaudited) - Three
               Months and Nine Months Ended September 30, 2005 and 2004
          Condensed Consolidated Statements of Comprehensive Income (Loss)
               (Unaudited) - Three Months and Nine Months Ended September 30,
               2005 and 2004
          Condensed Consolidated Statements of Cash Flows (Unaudited) - Nine
               Months Ended September 30, 2005 and 2004
          Notes to Condensed Consolidated Financial Statements (Unaudited) -
               Three Months and Nine Months Ended September 30, 2005

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

Item  3.  Controls  and  Procedures

Part II - Other Information

Item  1.  Legal  Proceedings

Item  2.  Unregistered  Sales  of  Equity  Securities  and  Use  of  Proceeds

Item  3.  Defaults  Upon  Senior  Securities

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders

Item  5.  Other  Information

Item  6.  Exhibits

Signatures


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

ITEM 1.  FINANCIAL STATEMENTS
--------------------------------------------------------------------------------------------------------

                                    FANTATECH, INC. AND SUBSIDIARIES
                                  CONDENSED CONSOLIDATED BALANCE SHEETS

                                                                 September 30, 2005   December 31, 2004
                                                                ----------------------------------------
                            ASSETS                                  (Unaudited)
<S>                                                             <C>                   <C>
Current assets
    Cash and cash equivalents                                   $           179,566   $           65,794
    Deposits at affiliates financial clearing centers                     2,227,449            4,013,097
    Guaranteed trust fund deposit                                             9,410                    -
    Bills receivable                                                              -              554,217
    Trade receivables, net of allowance for doubtful accounts               291,154              470,858
    Related party receivables                                               102,879              477,701
    Inventory                                                             1,732,098            1,792,452
    Cost and estimated earnings in excess of
      billings on uncompleted contracts                                   2,891,058            2,414,118
    Deposit and prepayments                                               2,121,801            1,428,410
    Other receivables                                                       376,477              156,333
                                                                ----------------------------------------

Total current assets                                                      9,931,892           11,372,980

Property, plant and equipment, net                                        6,094,097            3,743,796
Construction in progress                                                  2,736,343            2,255,997
Trademarks                                                                        -              170,950
                                                                ----------------------------------------

Total assets                                                    $        18,762,332   $       17,543,723
                                                                ========================================

               LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
    Short-term bank loans                                       $                 -   $        2,433,735
    Short-term loans from related party                                   4,078,102                    -
    Accounts payable                                                        660,631              320,227
    Accrued liabilities and other payables                                1,239,039            1,059,114
    Related party payables                                                  623,332              650,588
    Billings in excess of cost and estimated earnings
      on uncompleted contracts                                              906,829            1,629,408
    Deposits received                                                     2,242,664            1,874,335
                                                                ----------------------------------------

Total current liabilities                                                 9,750,597            7,967,407

Minority interests                                                        4,106,088            4,122,426
                                                                ----------------------------------------

Total liabilities                                                        13,856,685           12,089,833
                                                                ----------------------------------------

Commitments and contingencies

Stockholders' equity
    Preferred stock; $0.001 par value; 10,000,000 shares
      authorized; shares issued and outstanding - none                            -                    -
    Common stock; $0.001 par value; 100,000,000 shares
      authorized, 30,096,117 shares issued and
      outstanding.                                                           30,096               30,096
    Additional paid-in capital                                            4,587,190            4,587,190
    Retained earnings (accumulated deficit)                                (100,588)             691,257
    Reserve funds                                                           145,347              145,347
    Other comprehensive income                                              243,602                    -
                                                                ----------------------------------------

Stockholders' equity                                                      4,905,647            5,453,890
                                                                ----------------------------------------

Total liabilities and stockholders' equity                      $        18,762,332   $       17,543,723
                                                                ========================================
</TABLE>

See  notes  to  condensed  consolidated  financial  statements.


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                               FANTATECH, INC. AND SUBSIDIARIES
                                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS  (UNAUDITED)


                                                    Three Months Ended September 30,        Nine Months Ended September 30,
                                                        2005                2004                2005               2004
                                                 ------------------  ------------------  ------------------  -----------------
<S>                                              <C>                 <C>                 <C>                 <C>
NET REVENUE :                                    $                   $                   $                   $
  Contracted sales                                       1,850,589             958,542           4,606,509          3,144,406
  Revenue sharing operations                               207,395             123,910             633,636            224,860
                                                 ------------------  ------------------  ------------------  -----------------
TOTAL NET REVENUE                                        2,057,984           1,082,452           5,240,145          3,369,266
                                                 ------------------  ------------------  ------------------  -----------------

COST OF REVENUE:
  Direct cost of sales                                   1,387,284             479,142           3,339,682          1,966,205
  Revenue sharing operations                               188,367             114,138             597,669            175,416
                                                 ------------------  ------------------  ------------------  -----------------
TOTAL COST OF REVENUE                                    1,575,651             593,280           3,937,351          2,141,621
                                                 ------------------  ------------------  ------------------  -----------------

GROSS PROFIT                                               482,333             489,172           1,302,794          1,227,645
                                                 ------------------  ------------------  ------------------  -----------------

OPERATING EXPENSES:
  Selling and marketing                                    244,145             157,805             645,558            437,282
  General and administrative                               349,377             390,277           1,232,793          1,030,864
  Impairment of intangible property                              -                   -             170,950                  -
                                                 ------------------  ------------------  ------------------  -----------------
TOTAL OPERATING EXPENSES                                   593,522             548,082           2,049,301          1,468,146
                                                 ------------------  ------------------  ------------------  -----------------

LOSS FROM OPERATIONS                                      (111,189)            (58,910)           (746,507)          (240,501)

OTHER INCOME (EXPENSE)
  Interest expense                                         (47,711)                  -            (113,044)                 -
  Other income (expense)                                    19,076             (25,356)             48,991            (54,221)
  Interest income                                            7,835              48,716              11,106             99,989
  Foreign exchange loss                                     (5,205)                  -              (5,205)                 -
  Loss on disposal of fixed assets                          (2,662)                  -              (2,662)                 -
                                                 ------------------  ------------------  ------------------  -----------------

LOSS FROM CONTINUING OPERATIONS
  BEFORE MINORITY INTEREST AND INCOME TAX                 (139,856)            (35,550)           (807,321)          (194,733)

MINORITY INTERESTS                                         (51,930)             16,829              16,337            155,883
                                                 ------------------  ------------------  ------------------  -----------------

LOSS BEFORE INCOME TAX                                    (191,786)            (18,721)           (790,984)           (38,850)

INCOME TAX EXPENSE                                             830              11,722                 863             31,611
                                                 ------------------  ------------------  ------------------  -----------------

LOSS FROM CONTINUING OPERATIONS                           (192,616)            (30,443)           (791,847)           (70,461)

DISCONTINUED OPERATIONS
  Gain from discontinued operations (Hytech HK)                  -                   -                   -                993
                                                 ------------------  ------------------  ------------------  -----------------

NET LOSS                                         $        (192,616)  $         (30,443)  $        (791,847)  $        (69,468)
                                                 ==================  ==================  ==================  =================

WEIGHTED AVERAGE SHARES OUTSTANDING
  BASIC AND DILUTED                                     30,096,117          20,096,117          30,096,117         20,096,117
                                                 ==================  ==================  ==================  =================

NET INCOME (LOSS) PER COMMON SHARE
  - BASIC AND DILUTED
  Loss from continuing operations                $           (0.01)  $           (0.00)  $           (0.03)  $          (0.00)
  Income (loss) from discontinued operations                  0.00                0.00                0.00               0.00
                                                 ------------------  ------------------  ------------------  -----------------

  Net loss per share                             $           (0.01)  $           (0.00)  $           (0.03)  $          (0.00)
                                                 ==================  ==================  ==================  =================
</TABLE>

See  notes  to  condensed  consolidated  financial  statements.


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                           FANTATECH, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)


                                            Three Months Ended September 30,        Nine Months Ended September 30,
                                                2005                2004                2005               2004
                                         ------------------  ------------------  ------------------  -----------------
<S>                                      <C>                 <C>                 <C>                 <C>
Net Loss                                 $        (192,616)  $         (30,443)  $        (791,847)  $        (69,468)

Other Comprehensive Income:
    Foreign currency translation gains             243,602                   -             243,602                  -
                                         ------------------  ------------------  ------------------  -----------------

Comprehensive Income (Loss)                         50,986             (30,443)           (548,245)           (69,468)
                                         ==================  ==================  ==================  =================
</TABLE>

See  notes  to  condensed  consolidated  financial  statements.


                                        5
<PAGE>
<TABLE>
<CAPTION>
                                  FANTATECH, INC. AND SUBSIDIARIES
                    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  (UNAUDITED)


                                                                 Nine Months Ended September 30,
                                                                     2005               2004
                                                              ------------------  -----------------
<S>                                                           <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                      $        (791,847)  $        (69,468)
  Less: income from discontinued operations                                   -                993
                                                              ------------------  -----------------
Loss from continuing operations                                        (791,847)           (70,461)

Adjustments to reconcile net loss from continuing operations
to net cash used in operating activities:
  Depreciation expense                                                  752,366            410,063
  Provision for doubtful accounts                                        67,680                  -
  Impairment of intangible property                                     170,950                  -
  Loss on disposal of fixed assets                                        2,662                  -
  Foreign exchange loss                                                   5,205                  -
  Minority interests                                                    (16,337)          (155,883)
Changes in operating assets and liabilities:
  (Increase) decrease in --
    Guaranteed unit trust fund                                           (9,410)                 -
    Bills receivable                                                    554,217                  -
    Trade receivables                                                   112,024            303,892
    Related party receivable                                            374,822           (706,377)
    Inventory                                                            60,354         (2,052,460)
    Costs and estimated earnings in excess of billings
      on uncompleted contracts                                         (476,940)           110,270
    Deposits and prepayments                                           (693,391)          (524,173)
    Other receivables                                                  (220,144)          (221,619)
  (Decrease) increase in --
    Accounts payable, accrued liabilities and other payables            520,329           (640,234)
    Related party payables                                              (27,256)           309,048
    Billings in excess of costs and estimated earnings
      on uncompleted contracts                                         (722,579)                 -
    Deposits received                                                   368,329          2,881,410
                                                              ------------------  -----------------
Net cash provided by (used in) operating activities                      31,034           (356,524)
                                                              ------------------  -----------------

Net cash provided by discontinued operations                                  -                993
                                                              ------------------  -----------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property, plant and equipment                          (3,006,756)        (1,990,609)
  Increase in construction in progress                                 (480,346)                 -
                                                              ------------------  -----------------
Net cash used in investing activities                                (3,487,102)        (1,990,609)
                                                              ------------------  -----------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from short term loan                                       4,078,102          2,433,735
  Principal repayments on short term loan                            (2,433,735)                 -
  Deposits at affiliates financial clearing centers                   1,785,648          3,063,001
                                                              ------------------  -----------------
Net cash provided by financing activities                             3,430,015          5,496,736
                                                              ------------------  -----------------

EFFECT OF EXCHANGE RATE CHANGE ON CASH                                  139,825                  -
                                                              ------------------  -----------------

NET INCREASE IN CASH                                                    113,772          3,150,596

Cash and cash equivalents, at beginning of period                        65,794            321,103
                                                              ------------------  -----------------

Cash and cash equivalents, at end of period                   $         179,566   $      3,471,699
                                                              ==================  =================

Supplementary disclosures of cash flow information:
  Interest paid                                               $         113,044   $              -
                                                              ==================  =================

  Taxes paid                                                  $          62,631   $         32,435
                                                              ==================  =================
</TABLE>

See  notes  to  condensed  consolidated  financial  statements.


                                        6
<PAGE>
                        FANTATECH, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
          THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004

1.   ORGANIZATION  AND  PRINCIPAL  ACTIVITIES

Fantatech,  Inc.,  formerly  Lucas  Educational Systems, Inc., (the Company) was
incorporated  in  the  Delaware  in  1996. The Company is engaged in the design,
manufacturing,  sale  and  operation  of  hi-tech  entertainment  and  amusement
attractions  for group audiences including simulation attractions and equipment,
3D/4D  theatres,  indoor  entertainment  centers  and  outdoor theme parks.  The
Company's  wholly  owned  subsidiaries  include  Intsys  Share Limited (Intsys),
Shenzhen  Digitainment  Co.,  Ltd.  (SDCL),  and  Megabase  Investment  Limited
(Megabase).  In  addition,  the  Company's majority controlled companies include
Hytechnology  Inc.  (Hytech  US)  and  Fantatech  Development  Inc.  (FDI).

On  April  4,  2005,  through a share exchange with Shenzhen Huaqiang Technology
Co.,  Ltd.  (SHT),  a  PRC  company, all of the issued and outstanding shares of
Vinsway  Holding  Limited  (Vinsway),  a  company  which was formerly controlled
jointly by the Company's Chairman, CEO, and two former directors was transferred
to  SHT  in  exchange for an aggregated 2.5% interest in SHT.  Subsequent to the
share  exchange,  SHT,  through  its  effective  control  of  Vinsway, became an
affiliate  of the Company by virtue of its ownership of a 20.68% interest in the
Company.  It  is expected that this share transfer will not affect the stability
of  the  management  of  the  Company.

In  June  2005,  the  Company resolved to set up two management companies in the
cities of Chongqing and Tianjin in the PRC, in order to manage the operations of
the theme park in Chongqing and the Dino-Rampage in Tianjin, respectively, which
are  scheduled  to  commence  operations  by  the end of 2005.  These management
companies  are intended to facilitate the operations of the aforesaid large-size
revenue  sharing  operations  and  will  be  budgeted to operate at a break-even
level.

The  Chongqing  management  company, named "Chongqing FantaWild FunPlex Tour Co.
Ltd."  (Chongqing  FTC)  is  owned  by  SDCL (90%) and FDI (10%) with registered
capital  of  approximately $620,000. The approval for corporate registration was
received  in  July  2005  and  the  incorporation  procedures,  including  tax
registration,  had  been  completed  in  late  August  2005,  when Chongqing FTC
formally commenced its operation in assisting and coordinating the establishment
of  the  Chongqing  Theme  Park.

The  name for the Tianjin management company is "Tianjin Longqiao FantaWild Kepu
Ltd." (Tianjin LFK), which is owned equally by FDI and Tianjin Longqiao Property
Development  Co. Ltd. (Longqiao PDL), a third party local partner in the planned
revenue  sharing  operation,  with  registered capital of approximately $37,000.
The  corporate registration approval for Tianjin LFK was obtained from the local
government  in  early September 2005 and is currently awaiting the completion of
other  relevant  incorporation  procedures  including  tax  registration.


2.   BASIS  OF  PRESENTATION  AND  SIGNIFICANT  ACCOUNTING  POLICIES

BASIS  OF  PRESENTATION  AND  CONSOLIDATION  -  The  interim unaudited condensed
consolidated  financial  statements  include  the  financial  statements  of the
Company,  its  subsidiaries  in  which  the Company has an effective controlling
interest,  including  its  effectively  controlled  associated  company,  FDI.
Intercompany  balances  and  transactions  are  eliminated  in  consolidation.

The  interim  unaudited  condensed  consolidated  financial  statements  as  of
September  30, 2005 and for the three months and nine months ended September 30,
2005  and  2004,  in  the  opinion of the management of the Company, reflect all
adjustments  of  normal  and  recurring  nature,  which are necessary for a fair
presentation of the Company's financial position, results of operations and cash
flows  for  the  interim  periods  presented.  Certain  information and footnote
disclosures  normally  included  in  financial statements have been condensed or
omitted  pursuant  to  rules  and  regulations  of  the  Securities and Exchange
Commission,  although  management  of  the  Company  believes  that  the


                                        7
<PAGE>
disclosures  are  adequate  to  make  the  information  presented  herein  not
misleading.  Accordingly, these unaudited interim financial statements should be
read  in  conjunction with the audited consolidated financial statements and the
notes  thereto  included  in  the Company's Annual Report on Form 10-KSB for the
year  ended December 31, 2004. The results of operations for the interim periods
presented  are not necessarily comparable to or indicative of the results of any
other  interim  period or to be expected for the entire year ending December 31,
2005.

USE  OF  ESTIMATES  - The preparation of financial statements in conformity with
accounting  principles  generally  accepted  in  the  United  States  of America
requires  management  to  make certain 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 reported amounts
of revenues and expenses during the respective reporting period.  Actual results
could  differ  from  those  estimates.  Significant estimates made by management
are,  among  others,  those related to costs and estimated earnings in excess of
billings  on  uncompleted  contracts,  and  the allowance for doubtful accounts.
Actual  results  could  differ  from  those  estimates.

FOREIGN  CURRENCY  TRANSLATION - All of the Company's production and most of its
business  operations are located in the PRC and are conducted in Renminbi (RMB),
which is the official currency of China. The Company's PRC subsidiaries maintain
their  financial  records and the statutory financial statements in RMB. Revenue
and  expenditures  denominated  in currencies other than RMB are translated into
RMB  at  the  prevailing  exchange  rate when recognized and recorded in the PRC
financial  records.  Monetary  assets  and  liabilities  denominated  in  other
currencies  are  also  translated into and recorded in RMB at the balances sheet
date.  Any transaction gain or loss is charged to the statement of operations of
the  PRC  subsidiaries  in the period in which such gain or loss occurs. The PRC
accounts denominated in RMB are then translated into USD, the reporting currency
of the Company, using the exchange rate prevailing at the balance sheet date for
consolidation  and  presentation.

On  July 21, 2005, the People's Bank of China (PBC) announced that the RMB would
no  longer  be  tied  directly  to  the United States Dollar (USD) but against a
'basket'  of  foreign  currencies under a managed floating exchange rate regime,
and  the  new  official parity exchange rate of USD to RMB was set at US 1.00 to
RMB  8.11, to  be allowed  to  float within a band of  0.3 percent around the
central  parity  rate  as  published  by the PBC daily. The Company recorded and
adjusted  its  exchange  rate  applicable  to  the  translation  of  financial
information  in  accordance  with the announced change as of the effective date.
Accordingly,  as  of  September  30,  2005,  the  PRC  financial statements were
translated  from  RMB to USD at the new prevailing exchange rate. For assets and
liabilities  (other than equity and reserves) translation, the published closing
exchange rate of US 1.00 to RMB 8.092 was applied, while for revenues, expenses,
gains  and losses, the weighted average rate of US 1.00 to RMB 8.25 was used for
translation.  The  resulting  translation  gains  or  losses  were recorded as a
separate  component  of  stockholders'  equity.

This  quotation  of the exchange rates does not imply free convertibility of RMB
to  USD.  All foreign exchange transactions in PRC continue to take place either
through  the  Bank  of  China  or other banks authorized to buy and sell foreign
currencies  at  the exchange rate quoted by the People's Bank of China. Approval
of  foreign currency payments by the Foreign Exchange Management Bureau or other
institutions  requires  submitting a payment application together with invoices,
shipping  documents,  signed  contracts  and  other  relevant  documentation.

The  Company's  other  subsidiaries  in  the  US  and  BVI  adopted USD as their
functional  currency.  Transactions  denominated  in  currencies  other than the
functional  currency  of  these subsidiaries are converted into their functional
currency  at  the  prevailing  exchange  rates  at  the  date  of transaction or
settlement.

EARNINGS  PER  SHARE  -  Statement  of  Financial  Accounting  Standard No. 128,
"Earnings  per  share"  (SFAS  No.  128) requires dual presentation of basic and
diluted  earnings  per  share  (EPS)  with a reconciliation of the numerator and
denominator  of  the  EPS  computations.  Basic  EPS  excludes


                                        8
<PAGE>
the  dilutive  effects of stock options, warrants and convertible securities, if
any,  and  is  computed  by  dividing  net  income  (loss)  available  to common
stockholders  by the weighted average number of common shares outstanding during
the  period.  Diluted  EPS  reflects  the potential dilution that could occur if
securities  or  other  contracts  to  issue  common  stock  (such as convertible
preferred  stock,  warrants  to  purchase common stock and common stock options)
were  exercised  or  converted  into  common  stock  (see  Note  9).

All  common share amounts presented herein have been restated to reflect a 1 for
2  reverse  stock  split  effective  June  30,  2004.

RECLASSIFICATIONS  -  Certain  2004 amounts have been reclassified to conform to
the  presentation  in  2005.

RECENT  ACCOUNTING  PRONOUNCEMENTS

In  November  2004,  the FASB issued Statement of Financial Accounting Standards
No.  151,  "Inventory  Costs".  This Statement amends the guidance in ARB No. 43
Chapter  4  Inventory  Pricing,  to  require  items such as idle facility costs,
excessive  spoilage,  double  freight and rehandling costs to be expensed in the
current  period,  regardless if they are abnormal amounts or not. This Statement
will become effective for the Company in the first quarter of 2006. The adoption
of  SFAS  No.  151  is  not  expected to have a material impact on the Company's
financial  condition,  results  of  operations,  or  cash  flows.

In  December  2004,  the  FASB  issued SFAS No. 123 (revised 2004), "Share-Based
Payment" (SFAS 123R), which revises SFAS No. 123.  SFAS 123R also supersedes APB
No.  25  and  amends  SFAS  No.  95,  "Statement of Cash Flows". In general, the
accounting  required  by  SFAS 123R is similar to that of SFAS No. 123. However,
SFAS No. 123 gave companies a choice to either recognize the fair value of stock
options  in  their  income statements or disclose the pro forma income statement
effect  of  the  fair  value  of  stock  options  in  the notes to the financial
statements.  SFAS 123R eliminates that choice and requires the fair value of all
share-based  payments  to  employees,  including  the  fair  value  of grants of
employee  stock  options,  be recognized in the income statement, generally over
the  option  vesting  period.  Public entities, other than those filing as small
business  issuers,  will be required to apply  SFAS 123R as of the first interim
or  annual  reporting period before the first fiscal year that begins after June
15, 2005 and the first fiscal year that begins after December 15, 2005 for small
business  issuers.  Early  adoption  is  permitted.

The Company is currently evaluating the timing and manner in which it will adopt
SFAS  123R.  As  permitted  by  SFAS  123,  the  Company  currently accounts for
share-based  payments  to  employees  using  APB  25's  intrinsic  value method.
Accordingly,  adoption  of  SFAS 123R's fair value method will have an effect on
results  of  operations,  although  it  will have no impact on overall financial
position.  The  impact of adoption of SFAS 123R cannot be predicted at this time
because  it will depend on levels of share-based payments granted in the future.
However,  had  SFAS  123R  been  adopted in prior periods, the effect would have
approximated  the  SFAS 123 pro forma net loss and loss per share disclosures as
shown  hereinafter.  SFAS  123R  also requires the benefits of tax deductions in
excess  of recognized compensation cost to be reported as a financing cash flow,
rather  than  as  an operating cash flow as currently required, thereby reducing
net  operating  cash  flows  and  increasing net financing cash flows in periods
after  adoption.


3.   DEPOSITS  AT  AFFILIATES  FINANCIAL  CLEARING  CENTERS

Cash  on  deposit at the financial clearing centers (FCC) operated by affiliates
as  at  September  30,  2005  and  December  31,  2004 is summarized as follows:


                                        9
<PAGE>
<TABLE>
<CAPTION>
                                           September 30, 2005   December 31, 2004
                                              (Unaudited)
                                          --------------------  ------------------
<S>                                       <C>                   <C>
Financial clearing center operated by:
  Shenzhen Huaqiang Holdings Limited      $            372,261  $          260,541
  Shenzhen Huaqiang Technology Co., Ltd.             1,855,188           3,752,556
                                          --------------------  ------------------
                                          $          2,227,449  $        4,013,097
                                          ====================  ==================
</TABLE>

The  Company's  PRC  subsidiaries  are members of the financial clearing centers
(FCC)  operated  by SHT and Shenzhen Huaquiang Holdings Co. Limited (SHQ). SHT's
and  SHQ's  role  is  mainly  a  coordinator to the financial arrangement of its
members.  The  Company has cash on deposit at the FCC. For the nine months ended
September  30,  2004,  and as of December 31, 2004, the Company has reclassified
the  presentation of cash on deposit at financial clearing centers from cash and
cash  equivalents  to a separate category on its balance sheet entitled deposits
at  affiliates financial clearing centers. The reclassification had no impact on
the  Company's  working  capital  resources.

An FCC resembles an internal bank which accepts deposit from and grants loans to
its  members  at  the  prevailing  market rate of interests. An FCC also obtains
loans  from external commercial banks  and then in turn sub-lends to its members
in  order  to  meet  their  working  capital  requirements with less complicated
application  procedures and no attendant financial charges. The cash deposits at
the  FCC  can  be  withdrawn  any time without any restrictions, except that the
respective  FCC can collect directly from the Company's account any overdue loan
principal  and  accrued  interest  in  case  the  Company  is  in default in its
repayment  obligations  (see  Note  7).


4.   INVENTORY

Inventory  as  at  September  30,  2005  and  December 31, 2004 is summarized as
follows:

<TABLE>
<CAPTION>
                  September 30, 2005   December 31, 2004
                     (Unaudited)
                 --------------------  ------------------
<S>              <C>                   <C>
Raw Materials    $            953,434  $        1,437,481
Work-in-process               635,944             195,525
Finished Goods                142,720             159,446
                 --------------------  ------------------
                 $          1,732,098  $        1,792,452
                 ====================  ==================
</TABLE>

5.   COSTS AND ESTIMATED EARNINGS IN EXCESS OF BILLINGS ON UNCOMPLETED CONTRACTS

Costs  and  estimated earnings in excess of billings on uncompleted contracts as
of  September  30,  2005  and  December  31,  2004  are  summarized  as follows:

<TABLE>
<CAPTION>
                                                     September 30, 2005    December 31, 2004
                                                        (Unaudited)
                                                    --------------------  -------------------
<S>                                                 <C>                   <C>
Cumulative costs incurred on uncompleted contracts  $        16,606,073   $       13,472,578

Cumulative estimated earnings to date                         4,014,207            3,665,374
                                                    --------------------  -------------------
                                                             20,620,280           17,137,952

Less: Billings to date                                      (18,636,051)         (16,353,242)
                                                    --------------------  -------------------
                                                    $         1,984,229   $          784,710
                                                    ====================  ===================
</TABLE>


                                       10
<PAGE>
Included in the accompanying balance sheets under the following captions are the
following:

<TABLE>
<CAPTION>
                                            September 30, 2005    December 31, 2004
                                               (Unaudited)
                                           --------------------  -------------------
<S>                                        <C>                   <C>
Costs and estimated earnings in excess
  of billings on uncompleted contracts     $         2,891,058   $        2,414,118
Billings in excess of costs and estimated
  earnings on uncompleted contracts                   (906,829)          (1,629,408)
                                           --------------------  -------------------
                                           $         1,984,229   $          784,710
                                           ====================  ===================
</TABLE>

6.   PROPERTY,  PLANT  AND  EQUIPMENT

Property,  plant,  and  equipment as at September 30, 2005 and December 31, 2004
consisted  of  the  following:

<TABLE>
<CAPTION>
                                                   September 30, 2005    December 31, 2004
                                                      (Unaudited)
                                                  --------------------  -------------------
<S>                                               <C>                   <C>
Leasehold improvements                            $           434,150   $          412,964
Plant and machinery                                           504,506              455,927
Furniture and fixtures                                        110,528              105,353
Equipment invested in revenue sharing operations            5,714,932            3,017,555
Computers and equipment                                     1,028,388            1,009,350
Motor vehicles                                                332,338              295,633
                                                  --------------------  -------------------
                                                            8,124,842            5,296,782
Less: Acumulated depreciation and amortization             (2,030,745)          (1,552,986)
                                                  --------------------  -------------------
                                                  $         6,094,097   $        3,743,796
                                                  ====================  ===================
</TABLE>

Depreciation  expense  was  $247,321  and  $210,013  for  the three months ended
September  30,  2005  and  2004, respectively, and $752,366 and $410,063 for the
nine  months  ended  September  30,  2005  and  2004,  respectively.


7.   SHORT  TERM  LOANS  ARRANGEMENT  WITH  RELATED  PARTY

In  August  2005, the Company obtained a bridge loan of approximately $1,000,000
from  Shenzhen  Huaqiang  Technology  Co.,  Ltd.  (SHT), a related party, at the
prevailing  market interest rate of 5.58% per annum. This bridge loan was repaid
in  September  2005  with the proceeds from another temporary short-term loan of
$2,224,419  granted  by the financial clearing center (FCC) operated by SHT (see
Note  3).  The  loan from SHT's FCC is unsecured due and payable on December 29,
2005,  has an interest rate of 5.22% per annum, and is guaranteed by SHT. SHT is
a  significant  (20.7%)  shareholder  of  the  Company.

In  addition,  during  the  three  months  ended September 30, 2005, the Company
obtained  additional  working  capital  financing  through  the  FCC of Shenzhen
Huaqiang  Holdings  Co. Ltd. (SHQ) of short term bank loans totaling $1,853,683.
The  FCC  operated  by  SHQ  also  serves the banking and financing needs of its
members,  and  the  Company's PRC subsidiaries are members of this FCC (see Note
3).  The  loans  from  SHQ's  FCC  are also unsecured, payable in one year at an
annual  interest  of  5.58%,  and  were  guaranteed by SHQ. The Chairman and the
President  of  SHQ  are  also  the  Chairman  and  the  CEO  of  the  Company.


                                       11
<PAGE>
The Company's short-term bank loans of $2,433,735 due for repayment in September
2005  were  repaid  in  a  timely  manner  as  of  September  30,  2005.


8.   STOCK-BASED  COMPENSATION

On  January  7,  2004, the Company granted a total of 2,000,000 stock options to
its  key  employees  to  purchase common stock at an exercise price of $1.00 per
share.  Market  price  of the Company's common stock at the grant date was $0.80
per  share.  The  stock  options  vest  and  are  exercisable  as  follows:

     Scale          Vested and exercisable
     -----          ----------------------
       50%          On or after January 7, 2007
       80%          On or after January 7, 2008
      100%          On or after January 7, 2009

All  options unexercised expire on January 6, 2014 and options are cancelled one
month  after  termination  of  employment.

Presently,  the  Company follows SFAS No. 123, which defines a fair-value method
of  accounting for stock based employee compensation and transaction in which an
entity  issues  its  equity  instruments  to  acquire  goods  and  services from
non-employee. The provisions of SFAS No. 123 allow companies to either record an
expense in the financial statements to reflect the estimated fair value of stock
options  to  employees,  or to continue to follow the intrinsic value method set
forth  in  Accounting  Principles  Board  Opinion  No. 25, "Accounting for Stock
Issued to Employees", but to disclose on an annual basis the pro forma effect on
net  income  (loss)  and  net  income (loss) per share had the fair value of the
stock  options  been  recorded  in  the  financial  statements.

SFAS  No.  123  was  amended  by  SFAS  No. 148, which now requires companies to
disclose  in  interim  financial  statements  the pro forma effect on net income
(loss) and net income (loss) per common share of the estimated fair market value
of  stock  options issued to employees. Accordingly, compensation cost for stock
options to employees is measured as the excess, if any, of the fair market price
of  the Company's common stock at the date of grant above the amount an employee
must  pay  to  acquire  the  common  stock.

In  accordance  with SFAS No. 123, the cost of stock options and warrants issued
to  non-employees  is  measured at the grant date based on the fair value of the
award.  The  fair value of the stock-based award at the grant date is determined
using the Black-Scholes option-pricing model. The resulting amount is charged to
expense  on the straight-line basis over the period in which the Company expects
to  receive  benefit,  which  is  generally  the  vesting  period.

Pro  forma  Disclosure - The fair value of stock options and warrants granted by
the  Company  has  been  estimated  on  the  grant  date using the Black-Scholes
option-pricing model. Had such stock options been accounted for pursuant to SFAS
No.  123,  the  effect on the Company's results of operations would have been as
shown  below:


                                       12
<PAGE>
<TABLE>
<CAPTION>
                                           Three months ended        Nine months ended
                                              September 30,            September 30,
                                        ------------------------  -----------------------
                                           2005         2004         2005         2004
                                        ------------------------  -----------------------
<S>                                     <C>          <C>          <C>          <C>
Net loss  - as reported                 $ (192,616)  $  (30,443)  $ (791,847)  $ (69,468)
  Compensation expense for stock
    options based on fair value,
    net of taxes                           (69,047)     (69,047)    (207,140)   (207,140)
                                        ------------------------  -----------------------
Net loss - pro forma                    $ (261,663)  $  (99,490)  $ (998,987)  $(276,608)
                                        ------------------------  -----------------------
Net loss per share - Basic and diluted
  As reported                           $    (0.01)  $    (0.00)  $    (0.03)  $   (0.00)
                                        ========================  =======================
  Pro forma                             $    (0.01)  $    (0.00)  $    (0.03)  $   (0.01)
                                        ========================  =======================
</TABLE>

9.   EARNINGS  PER  SHARE

On  January  6,  2004,  the  Company granted stock options to purchase 2,000,000
shares  common  stock to certain officers and key employees of the Company at an
exercise  price  of  $1.00  per  share.  As  at  September  30, 2005, there were
2,000,000  stock  options  issued and outstanding. None of the outstanding stock
options  are  exercisable  prior  to  January  7,  2007.  All  of  the Company's
outstanding  options  were  cancelled subsequent to September 30, 2005 (see Note
15).

These  stock  options were not considered to be potentially dilutive securities,
and  were not included in the calculation of loss per share for the three months
and  nine  months  ended  September 30, 2005 because the Company incurred losses
during  these  periods  and  thus  their  effect  would have been anti-dilutive.
Similarly,  for  the  three months and nine months ended September 30, 2004, the
common  shares  issuable  upon  exercise  of outstanding stock options were also
excluded from the calculation of diluted EPS. Accordingly, basic and diluted EPS
is  the  same  for  all  periods  presented.


10.  DISPOSAL  OF  HYTECHNOLOGY  LIMITED  -  DISCONTINUED  OPERATIONS

On  May  12, 2004, the Company sold its entire interest in Hytech HK to Top Link
for $1,277. The sale price represented the value of the issued capital of Hytech
HK.  The  carrying  value of Hytech HK at the time of disposal was ($747), which
amount  had  previously  been  written  off. Top Link is a Hong Kong corporation
ultimately  owned  by  SHQ, of which the Chairman and the President are also the
Chairman  and  the  CEO  of  the Company. Hytech HK was engaged in the sales and
marketing  of  entertainment  products,  including  the  products  of  SDCL.

Management  believes  that  the  sales  of Hytech HK had a minimal impact on the
Company's  operations  as  the Company continued to sell and market its products
through  its  other  subsidiaries  subsequent  to  the  disposal.


11.  IMPAIRMENT  OF  INTANGIBLE  ASSET

In view of the reduced business activities of Hytech US, including the fact that
there  were no sales contracts secured in 2004 and 2005, the Company conducted a
re-evaluation  of  the intangible assets associated with trademark registered by
Hytech  US  and  the  related  expected  future  cash flows. As a result of this
evaluation,  the  Company  recorded  a full provision for impairment of $170,950
during  the  nine  months  ended  September 30, 2005. There was no impairment of
intangible  assets  recorded  in  2004.


                                       13
<PAGE>
12.  RELATED  PARTY  TRANSACTIONS  AND  ARRANGEMENTS

(a)  Agreement  with  associated  company

On  June  1, 2004, SDCL and FDI entered into an Agreement pursuant to which SDCL
engaged  FDI,  its  controlled  associated  company,  as its sales agent for the
marketing  and  distribution of its amusement and simulation equipment and 3D/4D
theatres  in  China.

Commencing  January 1, 2005 and thereafter, FDI will be entitled to a commission
ranging  from 10% to 20% of the contract price, depending on the gross margin of
the specific contract and the size of the related project under the contract. In
addition, a 5% advertising and promotional incentive will be provided to FDI for
each contract solicited by FDI. The aforesaid commissions and incentives will be
reflected in the ex-factory price (reduced selling price) and transferred to FDI
through  its  purchase  from  SDCL  of  the  related equipment and products. The
agreement  can be terminated at any time with 60 days notice to the other party.

FDI  will  be  responsible for its own operating costs including staff salaries,
marketing  and  promotional  expenses, general office administrative expenses as
well  as  the  associated  sales  taxes  and  income  tax.

In  addition,  the  agreement  also  provides  that FDI may include in its sales
contracts  a  provision  for  the cooperative operation of any hi-tech amusement
center  "FunPlex" or theme park "Fantawild" when the proposed operating venue is
suitable  for the business. However, FDI will only act as the agent in such part
of the contract on behalf of SDCL.  FDI will have no direct or indirect economic
or  legal  interest  in the revenue sharing operations, which will be solely the
business of SDCL and SDCL will be responsible for contributing the equipment and
fixed  assets required for the cooperative operation. All revenues generating by
such  cooperated  businesses  will  be  received  by  SDCL,  and all the related
expenses  as  stipulated  in  such  cooperation contracts will be borne by SDCL.

In practice, the advertising and promotional incentives and commissions are paid
to  FDI  through  a  price reduction. SDCL reduces the sales price to FDI by the
amount  of the agreed percentage of incentives and commissions, which represents
a reduction in the revenue of SDCL. FDI can capture such portion of revenue from
its  onward  sales  to  the  ultimate  customers.  In  this  regard, the revenue
recognized  by  SDCL  is  in  compliance  with  EITF  No.  01-9, "Accounting for
Consideration  Given  by  a  Vendor  to  a Customer (Including a Reseller of the
Vendor's  Products)".

When FDI receives the commissions and incentives, which are reflected as reduced
costs  of  sales  for  FDI,  the income is included in FDI's gross profit, which
supports  FDI's  selling,  administrative  and  other  operating  functions.  No
further  incentives  are  passed  on  to  the  ultimate  customers  from  FDI.

The  revenue recognized by SDCL and the reduced costs of sales for FDI, however,
are  eliminated  in  preparing  the  consolidated  financial  statements  of the
Company.  Accordingly, the commission and incentive received by FDI are included
in  the  consolidated  gross  profit  only.

During  the three months and nine months ended September 30, 2005, SDCL sold its
products  to  FDI  for  an  aggregate  price  of  $1,263,469  and  $1,559,520,
respectively,  for  resale  to  end  customers. During the three months and nine
months  ended  September 30, 2005, FDI collected for SDCL a total of $52,179 and
$201,507,  respectively,  of  the  net  revenue  shared from four of the FunPlex
amusement  centers  operated  for  SDCL. During the three months and nine months
ended  September  30, 2004, SDCL sold its products to FDI for an aggregate price
of  $205,952 and $205,952, respectively, for resale to end customers. There were
no  revenue  sharing  transactions between SDCL and FDI during the 2004 periods.

(b)  Purchases  of  digital  films  and  related  components


                                       14
<PAGE>
During  the  three  months and nine months ended September 30, 2005, the Company
purchased  certain  components  for its products from Hyvision Digital Film Inc.
(Film  Inc.),  an  affiliate  of  SHQ,  having  a  total value of $360,269 and
$769,807,  respectively. During the three months and nine months ended September
30, 2004, total purchases from Film Inc. were $0 and $253,012, respectively. The
CEO  and  COO  of  the  Company  are  also  directors  of  Film  Inc.

(c)  Sales  to  related  parties

During  the  three  months and nine months ended September 30, 2005, the Company
sold  equipment  to  Hytech  HK  for  an  aggregate  price of $770 and $100,770,
respectively,  and  $2,330 and $3,160 for the three months and nine months ended
September  30,  2004,  respectively.

(d)  Related  party  receivables  and  payables

As  at  September  30,  2005  and  December  31,  2004,  the amounts payable and
receivable  from  related  parties  are  summarized  as  follows:

<TABLE>
<CAPTION>
                                           September 30, 2005   December 31, 2004
                                           -------------------  ------------------
<S>                                        <C>                  <C>
Amounts due from:
----------------
Hytech HK (1)                              $                 -  $          400,862
Shenzhen Huaqiang Industrial
  and Trading Co. Ltd. (2)                               7,770              17,470
Chunren Xie (3)                                          1,500               1,500
Directors (4)                                           19,462               1,922
Film Inc. (5)                                           74,147                   -
Shenzhen Huaqiang Technology Co., Ltd (6)                    -              55,947
                                           -------------------  ------------------
                                           $           102,879  $          477,701
                                           ===================  ==================
</TABLE>
<TABLE>
<CAPTION>
                                           September 30, 2005   December 31, 2004
                                           -------------------  ------------------
<S>                                        <C>                  <C>
Amounts due to:
--------------
Hytech HK (1)                              $           223,009  $          350,588
Top Link Development Limited (7)                       280,000             280,000
Dehou Fang (7)                                          20,000              20,000
Bilibest Industries Ltd (8)                             63,250                   -
Wuhu Huaqiang Tour City Dev. Co. Ltd. (9)               37,073                   -
                                           -------------------  ------------------
                                           $           623,332  $          650,588
                                           ===================  ==================
</TABLE>

(1)  The  amount  payable  to Hytech HK represents the payment made on behalf of
     the  Company in respect of its administrative expenses incurred outside the
     PRC. These amounts are unsecured, non-interest bearing and have no definite
     term  of  repayment.  The  amount  due from Hytech HK was the trade account
     receivable  that  arose  from  the  sales  of  the  Company's  products.

(2)  Shenzhen Huaqiang Industrial and Trading Co., Ltd. (HIT) is an affiliate of
     SHQ.  This amount represents a payment made by the Company on behalf of HIT
     in  connection  with  one  of the revenue sharing operations that has since
     been  terminated  and  moved  to another location. The amount is unsecured,
     non-interest  bearing  and  has  no  definite  term  of  repayment.

(3)  Chunren  Xie  is  a  30%  minority  shareholder  of  Hytech  US.

(4)  Amount  due  from directors represent cash advances made for business trips
     and  trade  fairs.

(5)  The  amount due from Film Inc. represents the deposit paid to Film Inc. for
     the  purchase  of  products.


                                       15
<PAGE>
(6)  The  receivable due from Shenzhen Huaqiang Technology Co., Ltd (SHT) is the
     interest  receivable  on  cash  deposit  placed  with  the  clearing center
     organized and managed by SHT. The clearing center offered a market interest
     rate  for  the  Company's  cash  fixed deposit and allowed flexibility with
     respect  to  changing  deposit terms. SHT is a PRC company that holds 20.7%
     interest  in  the  Company.  SHT  is  also  a  20% shareholder of Film Inc.

(7)  The  amounts  due  to Top Link Development Limited (TLD) and Mr. Dehou Fang
     represent  the  amounts  loaned  to  Intsys  in 2002 for the acquisition of
     Hytech  US  and  other  administrative  expenses of the Company. TLD is the
     immediate  holding  company of Top Link and Mr. Dehou Fang is a director of
     Intsys.  These  related  party  loans  aggregating  $300,000 are unsecured,
     non-interest  bearing  and  have  no  definite  term  of  repayment.

(8)  The  amounts  payable  to Bilibest Industries Limited, an affiliate of SHQ,
     represent  payment made on behalf of the Company for certain administrative
     expenses  incurred  outside  PRC.  These  amounts  due  are  unsecured,
     non-interest  bearing  and  have  no  definite  term  of  repayment.

(9)  The  amount  payable to Wuhu Huaqiang Tour City Development Co. Ltd. (WHTC)
     was  the  advance  payment  made  to  the  Company for reimbursement of the
     expenditure related to a study tour on theme parks organized for the senior
     management  of  WHTC.


(e)  Short-term  loans  arrangement  with  related  parties

During  the  three  months  ended  September 30, 2005, the Company was granted a
temporary  short-loan  of  $2,224,419  by  the  financial  clearing center (FCC)
operated  by  SHT.  The loan from SHT's FCC is unsecured, is payable on December
29, 2005, has an interest rate of 5.22% per annum, and is guaranteed by SHT. SHT
is  significant  (20.7%)  shareholder  of  the  Company.

In  addition,  the Company obtained additional working capital financing through
the  FCC  of  Shenzhen Huaqiang Holdings Co. Ltd. (SHQ) of short term bank loans
totaling $1,853,683. The loans from SHQ's FCC are also unsecured, payable in one
year at an annual interest of 5.58% and were guaranteed by SHQ. The Chairman and
the  President of SHQ are also the Chairman and the CEO of the Company (see Note
7).

(f)  Deposits  at  financial  clearing  centers  operated  by  affiliates

As  at September 30, 2005 and December 31, 2004, the Company placed cash deposit
of  $372,261  and  $260,541,  respectively,  at  the  FCC  operated  by SHQ, and
$1,855,188  and  $3,752,556,  respectively, at the FCC operated by SHT (see Note
3).


13.  SEGMENT  REPORTING

The  following segment information is presented in accordance with SFAS No. 131,
"Disclosure  About  Segments  of  an  Enterprise and Related Information," which
requires  companies to report selected segment information and to report certain
entity-wide  disclosures  about  products and services, major customers, and the
material  countries  in  which the entity holds assets and reports revenue which
were assessed by the management separately.  The segment information is based on
the  management  approach adopted in the Company's internal organization and the
reported  revenue  and  operating  income for the measured segments are based on
information  provided  to  the  chief  operating  decision maker for performance
review  and  resources  allocation.

Management  of  the  Company  monitors  the performance of the operations in two
segments  with  respect to the nature of revenue generated from the sales of its
products,  which  are  divided  into  two  main


                                       16
<PAGE>
categories:  (1)  contract  sales  of  equipment  or  facilities used in hi-tech
amusement  centers  or theme parks, 3D/4D theaters and the related products; and
(2)  revenue  sharing  operations.

Each  segment involves different marketing strategies and business techniques as
well  as  different resource allocation.  The Company's chief operating decision
maker  evaluates  performance  based  on EBIT (earnings or loss before interest,
taxes,  impairment  losses,  and  minority  interest).  The  segments related to
contracted  sales  and  revenue sharing operations are assessed based on the net
income  after  deducting  the  relevant  direct  costs  of  sales,  depreciation
expenses,  selling,  administrative  and  management  costs.  Other  corporate
expenses  consist  of  general  administrative  expenses  that  are not directly
related  to  the  operations  of  this  segment  are  classified  to  corporate.

The following tables summarize revenues and EBIT by segment for the three months
and  nine  months  ended  September  30,  2005  and  2004.

<TABLE>
<CAPTION>
2005                                              Three months ended September 30,          Nine months ended September 30,
                                               ---------------------------------------  ---------------------------------------
                                                               Revenue                                 Revenue
                                                Contracted     Sharing                  Contracted     Sharing
                                                  Sales      Operations      Total         Sales      Operations      Total
                                               ------------  -----------  ------------  -----------  ------------  ------------
<S>                                            <C>           <C>          <C>           <C>          <C>           <C>
NET REVENUE                                    $  1,850,589      207,395  $ 2,057,984   $ 4,606,509       633,636  $ 5,240,145
                                               ------------  -----------  ------------  -----------  ------------  ------------

Direct costs of production                          861,442                   861,442     1,701,008                  1,701,008
Salaries, wages and                                                                 -                                        -
  related personnel expenses                        442,063       24,825      466,888     1,412,380        71,597    1,483,977
Selling and marketing expenses                      244,145                   244,145       645,558                    645,558
Depreciation of fixed assets                         83,779      163,542      247,321       226,294       526,072      752,366
                                               ------------  -----------  ------------  -----------  ------------  ------------
  Total Operating Expenses                        1,631,429      188,367    1,819,796     3,985,240       597,669    4,582,909
                                               ------------  -----------  ------------  -----------  ------------  ------------

INCOME (LOSS) FROM OPERATIONS                       219,160       19,028      238,188       621,269        35,967      657,236

Corporate administrative and other expenses               -            -      338,168             -             -    1,191,669
                                               ------------  -----------  ------------  -----------  ------------  ------------

EBIT                                                                          (99,980)                                (534,433)

Reconciliation of EBIT to net income  (loss):
  Minority interest                                                            51,930                                  (16,337)
  Interest (income) expenses, net                                              39,876                                  101,938
  Income tax expenses                                                             830                                      863
  Impairment on intangible assets                                                   -                                  170,950

                                                                          ------------                             ------------
NET LOSS                                                                  $  (192,616)                             $  (791,847)
                                                                          ============                             ============
</TABLE>


                                       17
<PAGE>
<TABLE>
<CAPTION>
2004                                              Three months ended September 30,          Nine months ended September 30,
                                               ---------------------------------------  ---------------------------------------
                                                               Revenue                                  Revenue
                                               Contracted      Sharing                  Contracted      Sharing
                                                 Sales       Operations       Total        Sales       Operations       Total
                                              ------------  -------------  -----------  -----------  --------------  -----------
<S>                                           <C>           <C>            <C>          <C>          <C>             <C>
NET REVENUE                                   $    958,542  $     123,910  $1,082,452   $ 3,144,406  $      224,860  $3,369,266
                                              ------------  -------------  -----------  -----------  --------------  -----------

Direct costs of production                         215,223                    215,223       846,691                     846,691
Salaries, wages and                                                                 -                                         -
  related personnel expenses                       161,155          6,889     168,044       866,547          18,320     884,867
Selling and marketing expenses                     157,805                    157,805       437,282                     437,282
Depreciation of fixed assets                       102,764        107,249     210,013       252,967         157,096     410,063
                                              ------------  -------------  -----------  -----------  --------------  -----------
  Total Operating Expenses                         636,947        114,138     751,085     2,403,487         175,416   2,578,903
                                              ------------  -------------  -----------  -----------  --------------  -----------

INCOME (LOSS) FROM OPERATIONS                      321,595          9,772     331,367       740,919          49,444     790,363

Corporate administrative and other expenses              -              -     415,633             -               -   1,085,085
                                              ------------  -------------  -----------  -----------  --------------  -----------

EBIT                                                                          (84,266)                                 (294,722)

Reconciliation of EBIT to net income (loss):
  Minority interest                                                           (16,829)                                 (155,883)
  Interest (income) expenses, net                                             (48,716)                                  (99,989)
  Income tax expenses                                                          11,722                                    31,611
  Gain on disposal of Hytech HK                                                     -                                      (993)

                                                                           -----------                               -----------
NET LOSS                                                                   $  (30,443)                               $  (69,468)
                                                                           ===========                               ===========
</TABLE>

The  following  table reconciles each reporting segment's assets to total assets
reported  on  the Company's consolidated balance sheets as of September 30, 2005
and  December  31,  2004,  respectively.

<TABLE>
<CAPTION>
                            September 30, 2005   December 31, 2004
                            -------------------  ------------------
<S>                         <C>                  <C>
Contracted sales            $         5,627,402  $        4,670,115
Revenue sharing operations            5,199,314           2,772,652
Shared assets *                       7,935,616          10,100,956
                            -------------------  ------------------

Total Assets                $        18,762,332  $       17,543,723
                            ===================  ==================
</TABLE>

*  Shared  assets  represent assets that provide benefit to all of the Company's
   operating  segments.
   Shared  assets are not allocated to operating segments for internal reporting
   or  decision-making  purposes.

There  were  no  intersegment  revenues  generated for the three months and nine
months  ended  September  30,  2005  and  2004,  respectively.


14.  MINORITY  INTEREST

As  of  September  30,  2005,  the  Company's  minority  interest  balance  was
$4,106,088.  It  was  comprised of the minority shares of effectively controlled
subsidiaries,  including  FDI  and  Hytech  US.  As  of  September 30, 2004, the
minority  interest  balance  was $5,633,297, which was comprised of the minority
shares  of  SDCL,  Hytech  US  and  FDI,  which  the  Company did not own. As of
September  30,  2005,  the  Company  owned a 70% interest in Hytech US and a 40%
interest  in  FDI.

For  the  three  months  and  nine  months ended September 30, 2005, the Company
recorded  the minority interests share of income of $51,930 and loss of $16,337,
respectively, as compared to the minority interests share of loss of $16,829 and
$155,883, respectively, for the three months and nine months ended September 30,
2004.


                                       18
<PAGE>
15.  SUBSEQUENT  EVENTS

(a) Material Contract

On  October  10,  2005, the Company's indirect wholly-owned subsidiary, Shenzhen
Digitainment  Co.,  Ltd.  (SDCL) entered into a design contract (the "Contract")
with  Wuhu  City  Huaqiang  Tour  City  Development  Co.,  Ltd. (Wuhu Huaqiang).
Pursuant  to  the  Contract, SDCL has been engaged to perform the project design
for  a  theme  park  being developed by Wuhu Huaqiang in the City of Wuhu, Anhui
Province, China. The design fee is RMB 11,000,000 (approximately $1,356,000). An
initial  30%  down  payment  was  received on October 12, 2005, with the balance
payable  upon  the  completion of certain design progress milestones. The design
project  is  scheduled  to be completed by December 15, 2005. Wuhu Huaqiang is a
joint  venture  company  incorporated  in  the  City  of Wuhu. Shenzhen Huaqiang
Holdings  Ltd.  (SHQ) owns a controlling interest in Wuhu Huaqiang. The Chairman
and  the  President  of  SHQ are also the Company's Chairman and Chief Executive
Officer,  respectively.

(b) Option  surrender  and  cancellation

Effective  October  10,  2005, the Board of Directors of the Company resolved to
cancel  all  of  the  issued and outstanding stock options which were previously
granted  to  the  Company's  key  employees.  In October 2005, all of the option
holders  entered  into  Option  Surrender  and  Cancellation Agreements with the
Company  and agreed to surrender unconditionally and irrevocably the options for
cancellation  with  no  additional  monetary  compensation  from  the  Company.


                                       19
<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 September
30, 2005 contains "forward-looking" statements within the meaning of Section 27A
of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of
1934,  as  amended,  including  statements  that  include  the words "believes",
"expects",  "anticipates",  or  similar  expressions.  These  forward-looking
statements  include,  among  others,  statements  concerning  the  Company's
expectations  regarding  sales trends, gross margin trends, operating costs, the
availability  of  funds to finance capital expenditures and operations, facility
expansion  plans,  competition,  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  September  30,  2005  involve known and unknown risks,
uncertainties and other factors that could the cause actual results, performance
or  achievements  of the Company to differ materially from those expressed in or
implied  by  the forward-looking statements contained herein. Except as required
by  applicable law or regulation, the Company undertakes no obligation to update
or  revise  any  forward-looking statement contained in this Quarterly Report on
Form  10-QSB  for  the  quarterly  period  ended  September  30,  2005.

OVERVIEW

Fantatech,  Inc.,  formerly Lucas Educational Systems, Inc. (the "Company"), was
incorporated  in  1996. Effective November 6, 2002, the Company acquired Intsys,
which,  through  its subsidiaries and affiliates, is engaged in the development,
manufacturing,  sale  and  operation  of  hi-tech  entertainment  and  amusement
products,  including  4D theaters, indoor entertainment centers (FunPlex), large
size  outdoor  attractions  and  theme  parks.  The  Company's technical team is
experienced  in  the  design  and  manufacturing  of  comprehensive, integrated,
computerized  entertainment  products.

Most  of  the  Company's customers are located in the People's Republic of China
(PRC),  and  sales to such customers are generally on an open account basis with
deposit  collected  in  advance. The Company purchases raw materials and certain
components  from  various  suppliers  located  in  the  PRC.

The  Company  participates  in  the  operation  of  4D  theaters, FunPlex indoor
entertainment  centers,  large size outdoor attractions and theme parks (each, a
"Revenue-Sharing  Center")  through  cooperation  agreements  with local venture
partners  in PRC cities. The Company selects appropriate partners and sells them
a  portion  of  the  amusement  equipment  and  machines  required  to  set up a
Revenue-Sharing  Center.  The  Company  generally  provides  the  balance of the
amusement and entertainment equipment required for the Revenue-Sharing Center to
its  local  venture  partners  in  exchange for approximately a 50% share of its
gross  revenue. The local partners are responsible for operating, promoting, and
providing  suitable  venues  for  the  Revenue-Sharing Centers.  In general, the
amount  of  equipment  required  to  be  purchased by a local venture partner is
calculated  such  that  the  Company's  gross  margin on the purchased equipment
covers its internal cost for the balance of the required equipment.  The Company
also  considers  the  credibility  of the local partner and the costs associated
with  the operating venues. The Revenue-Sharing Centers therefore require only a
minimal  cash  investment  on  the part of the Company, related primarily to the
provision  of  maintenance  services,  after commencement of the Revenue-Sharing
Center  operations.  With  respect  to  4D  theaters,  the  Company  generally
contributes  all  of  the  equipment  necessary for the theaters while the local
partner provides suitable venues. The Company retains all title to the equipment
it  provides  to  the Revenue-Sharing Centers (except for equipment purchased by
the  venture partner) and may repossess and relocate such equipment if its local
venture  partners  cannot  fulfill  their  obligations  under  the  cooperation
agreements.  The  Revenue-Sharing  Center  arrangements  generally have terms of
five  to  six  years,  which  are approximately the estimated useful life of the
equipment  involved.


                                       20
<PAGE>
During  the  three  months  ended  September  30,  2005,  two  FunPlex  indoor
entertainment  centers  and three 4D theaters commenced operations in the cities
of  Langfang,  Taiyuan,  Shenyang,  Zhongshan  and  Nanjing, respectively. As at
September  30,  2005,  there  were  a  total of thirteen Revenue-Sharing Centers
(eight  FunPlex  centers and four 4D theaters) operating in different PRC cities
in  which  the Company has a revenue-sharing interest (including, in addition to
the  cities  as  listed  above, the cities of Zhuhai, Changzhi, Beijing, Dalian,
Datong,  Wuhan, Huizhou and Dongguan). The first 4D Ride Dino-Rampage attraction
built  by  the  Company commenced its operation in the Beijing FunPlex amusement
center  in  November 2004. The large-size Dino Rampage attraction in the Tianjin
FunPlex  that  was originally scheduled to be completed in October 2005 has been
re-scheduled  to  open  in  December  2005  due to the delay caused by the local
partner.  As  of  September 30, 2005, the Company has been engaged to design and
manage the building of a theme park with ten to twelve large size attractions in
the  city  of  Chongqing.  A  Floating  Sphere  4D  theatre  in  Beijing is also
currently  under  construction  and  scheduled  to  be  completed  and opened in
December  2005.

During the nine months ended September 30, 2005, the FunPlex centers in Nanjing,
Dalian  Shida and Chenzhou were closed due to tenancy disputes between the local
operators and the landlords, in which the Company was not involved. In addition,
the  contract  term for a small size 4D theater Revenue-Shares Center located in
Shenzhen  expired in August 2005 and was not renewed due to the lack of suitable
operating venue. The Company has repossessed all equipment in these four centers
and  has  transferred  and  relocated the equipment to locations or cities under
other  cooperation  agreements.  The  carrying  value of this equipment had been
fully  recovered  through  the  transfer  and reinstallation of the equipment to
other  Revenue-Sharing  Centers,  and  therefore,  no  impairment  provision was
recorded.

The unaudited condensed 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
on  consolidation.  The  consolidated financial statements have been prepared in
accordance with generally accepted accounting principles in the United States of
America  and  are  reported  and  presented  in  U.S.  Dollars  ("$"  or "USD").

All  of the Company's production and most of its business operations are located
in  the  PRC  and  are  conducted  in Renminbi ("RMB"), which is the currency of
China.  Prior  to  July  21,  2005,  the  exchange  rate  remained  stable  at
approximately  US$1.00 to RMB 8.30. On July 21, 2005, the People's Bank of China
(PBC)  announced  that  RMB  would  no longer be valued with respect to the U.S.
Dollar,  but  against  a 'basket' of foreign currencies under a managed floating
exchange  rate  regime,  and the new official parity exchange rate of USD to RMB
was  set  at  US$1.00  to  RMB 8.11, to be allowed to float within a band of 0.3
percent  around  the  central  parity  rate  as  published  by  the  PBC  daily.

As  of September 30, 2004, the PRC financial statements were translated from RMB
to  USD  at a single exchange rate of US 1.00 to RMB 8.3 since the exchange rate
remained  fixed  during  such  periods.  For the nine months ended September 30,
2005,  the  PRC  financial statements were translated from RMB to USD at the new
prevailing  exchange  rate. For the translation of assets and liabilities (other
than equity and reserves), the published closing exchange rate of US 1.00 to RMB
8.092  was applied, while for revenues, expenses, gains and losses, the weighted
average  rate  of  US  1.00  to  RMB 8.25 for the period was used. The resulting
translation  gains  or  losses  were  recorded  as  a  separate  component  of
stockholders'  equity.

CRITICAL  ACCOUNTING  POLICIES:

The  discussion and analysis of the Company's financial condition and results of
operations  is  based  upon  the  Company's  unaudited  condensed  consolidated
financial  statements,  which  have  been prepared in accordance with accounting
principals  generally  accepted in the United States of America. The preparation
of these financial statements requires the use of estimates and assumptions that
affect  the  reported  amounts  of  assets and liabilities and the disclosure of
contingent  assets  and  liabilities at the date of the financial statements and
the  reported  amount  of  revenues  and  expenses  during the reporting period.
Management  periodically  evaluates  the estimates and judgments made, including
those  related  to  revenue  and cost recognition, inventories, income taxes and
impairment  of  assets.  Management


                                       21
<PAGE>
bases  their  estimates  and  judgments  on historical experience and on various
factors  that  are  believed  to  be  reasonable under the circumstances. Actual
results  may differ from these estimates as a result of different assumptions or
conditions.

The following critical accounting policies affect the more significant judgments
and  estimates  used  in  the  preparation  of the Company's unaudited condensed
consolidated  financial  statements.

Revenue  and  cost  recognition:
--------------------------------

The  Company  principally derives its revenue from (1) the sale of entertainment
and  amusement  products,  (2)  long  term  contracts  related  to  the  design,
manufacturing  and  assembling  of  4-D  screen  systems,  simulation  amusement
equipment,  and  large-size  attractions  and  (3) admission fees generated from
revenue  sharing  operations.

Revenue  is  recognized  when  the  following  four  criteria  are  met:

1)   persuasive evidence of an arrangement exists,
2)   delivery has occurred or services have been rendered,
3)   the price is fixed, and
4)   collectibility is reasonably assured.

(1)  Sale  of  entertainment  and  amusement  products

Revenue from the sale of entertainment and amusement products is recognized when
the  products  are delivered to the customers, installed and tested.  Revenue is
adjusted  for  any  reduction in sales due to change in product specification or
sales  discounts  offered  to  the  customers.

(2)  Long-term  construction  contract  revenue  and  costs

Long-term  construction contract revenue and costs are recognized as revenue and
expenses  in the statement of operations by reference to the stage of completion
of a contract (i.e. the percentage of completion method) when the outcome of the
contract  can  be  estimated  reliably. The stage of completion of a contract is
determined  based  on the proportion of costs incurred at the balance sheet date
compared  to  total  estimated  costs.  A loss on a contract is recognized as an
expense  immediately  when  it is probable that total contract costs will exceed
total  contract  revenue.

Costs  attributable  to  unpriced change orders are treated as costs of contract
performance  in the period in which the costs are incurred if it is not probable
that  the costs will be recovered through a change in the contract price.  If it
is  probable  that  the costs will be recovered through a change in the contract
price,  those  costs  would  be  treated as costs of contract performance in the
period  in  which they are incurred, and contract revenue would be recognized to
the  extent  of  the  costs incurred.  If it is probable that the contract price
will  be adjusted by an amount that exceeds the costs attributable to the change
order  and  the  amount  of  the  excess can be reliably estimated, the original
contract  price  would  also  be  adjusted  for  that  amount when the costs are
recognized  as  costs  of  contract  performance if its realization is probable.

During  the  process  of  recognizing  the  revenue  generated from the sales of
products  as  described  in  (1)  and  (2)  above, the Company has evaluated the
criteria  for  multiple  deliverables  in  using separate unit of accounting for
identifiable  delivered  items  in  accordance  with  EITF  No.  00-21  "Revenue
Arrangements  with  Multiple Deliverables", and concluded that the amusement and
entertainment  products  designed,  manufactured and installed by the Company do
not  meet the stand-alone test since no part of the products will be or are sold
in  the market by the Company or by other similar vendors.  There is no reliable
evidence of fair value of the undelivered items and the contracts for sales have
no  general  right  of  return  relative  to  the  delivered  items.

In  addition,  the Company has evaluated the scope and applicability of SOP 97-2
"Software  Revenue

                                       22
<PAGE>
Recognition"  and  determined that the revenue earned on the Company's amusement
products  containing  software  is  incidental  to  the products as a whole. The
Company  does  not  engage  in  businesses  of licensing, selling or leasing, or
otherwise marketing computer software. The software does not require significant
production, modification and customization and is not the focus of the marketing
efforts,  nor  is  it  what  the customer perceives to obtain. The post contract
services  associated with the Company's products do not involve multiple element
arrangements  and  the  estimated  cost  for  the  one  year product warranty is
insignificant,  and  there  are  no  upgrades/enhancements  offered to customers
currently  or  historically.  Accordingly, the Company believes that its revenue
requires  no  software  revenue  recognition.

(3)  Revenue  generated  from  revenue  sharing  operations

Income  is recognized based on the agreed percentage of revenue when the revenue
from  Revenue-Sharing  Centers becomes due and receivable.  The Company recorded
$207,395  and $633,636 in revenue from its Revenue-Sharing Centers for the three
months  and nine months ended September 30, 2005, respectively, and $123,910 and
$224,860  for  the  three  months  and  nine  months  ended  September 30, 2004,
respectively.

Asset  Impairment:
------------------

The  Company  reviews its long-lived assets, including the production facilities
and  the  amusement  and  entertainment  equipment  used  in the Revenue-Sharing
Centers,  as  well as identifiable intangibles for impairment whenever events or
changes  in  circumstances indicate that the carrying amount of an asset may not
be  recoverable  based  upon undiscounted cash flows expected to be generated by
such  assets over their expected useful lives.  If such assets are considered to
be  impaired, the impairment to be recognized is measured by the amount by which
the  carrying  amount  of  the  assets  exceeds  the  fair  value of the assets.

In  view  of  the  fact  that  the  business  activities  of  Hytech  US reduced
substantially  and  there  were no sales contracts secured in 2004 and 2005, the
Company  conducted  a  re-evaluation  of  the  intangible assets associated with
Hytech  US  and  the  related  expected  future  cash flows. As a result of this
evaluation,  the  Company  recorded  a full provision for impairment of $170,950
during  the  nine  months  ended  September 30, 2005. There was no impairment of
intangible  assets  recorded  in  2004.


CONSOLIDATED RESULTS OF OPERATIONS

The  unaudited  condensed  consolidated  statements  of operations for the three
months  and  nine months ended September 30, 2004 have been adjusted in order to
provide comparison for segment performance. This adjustment had no effect on the
operating  results  for  the  period  presented.

Three months ended September 30, 2005 and 2004:

REVENUE

For  the  three  months  ended  September 30, 2005, net sales were $2,057,984 as
compared  to  net  sales  of $1,082,452 for the three months ended September 30,
2004.  Approximately  10.1%  and  11.4% of the net sales during the three months
ended  September  30,  2005  and  2004,  respectively,  were  from  the revenues
generated  from  the  revenue  sharing  operations.

During the three months ended September 30, 2005, net contracted sales increased
by $892,047 or 93.1% to $1,850,589, as compared to $958,542 for the three months
ended  September  30,  2004. This was primarily due to the normal fluctuation of
the business since the recognition of revenue from contracted sales was based on
costs incurred in relation to the stages of completion. A significant portion of
the  project  costs  for  the contracts entered in the last quarter of 2004 were
incurred  and  recorded  during  the  three  months  ended  September  30, 2005,
resulting  in  an  increase  in  recognized


                                       23
<PAGE>
revenue.  In view of the Company's current sales contracts, including the design
contract  entered  with Wuhu Huaqiang in October 2005, and based on the stage of
completion  of the related projects, the Company expects that an increase in the
recognition  of  net  contracted  sales  recognition  will  continue  during the
remainder  of  2005.

During  the three months ended September 30, 2005, the Company recorded revenues
from  its  Revenue-Sharing Centers totaling $207,395 as compared to $123,910 for
the  three  months ended September 30, 2004, representing an increase of $83,485
or  67.4%.  The  increase  was  mainly  attributable  to the opening of five new
FunPlex  amusement centers and three 4D theaters during the period in 2005. As a
result  of  the  scheduled  opening  of a large size attraction in Tianjin and a
theme  park  in Chongqing in late 2005, the Company anticipates that income from
Revenue-Sharing  Centers  will  gradually  increase  beginning  in  early  2006.

GROSS  PROFIT

For  the  three months ended September 30, 2005, total gross profit was $482,333
or  23.4%  of  total net sales, as compared to total gross profit of $489,172 or
45.2%  of  total net sales for the three months ended September 30, 2004. Net of
the  effect  from  the Revenue-Sharing Centers, gross profit margin decreased by
25.0%. The decrease is primarily attributable to the higher profitability of the
projects  in  Beijing,  Tianjin  and  Dalian  recognized  in the 2004 period, as
compared  to  the  average  profit  margins  generated from the contracted sales
recognized  during  the  2005  period. The higher profit margins in 2004 largely
resulted  from  the  negotiation  of favorable pricing with customers during the
2004  period.  The  gross profit margin from contracted sales depends largely on
the  type  of  equipment sold and the different pricing and payment arrangements
negotiated  with  customers.  As  a  result,  it is difficult for the Company to
predict if it will be able to maintain its gross profit from contracted sales at
a given level. However, the Company will follow its pricing and costing policies
to  maximize  its  returns  from  each  contracted  sale.

Cost  of  sales  mainly  consisted  of  raw materials, electronic parts, factory
consumables,  sub-contracting  charges  and  related  supplies  purchased  for
fabrication  and  assembling of the amusement equipment, factory rent, engineers
and  workers  wages and salaries, and the depreciation of production facilities.
Other  costs of revenue for Revenue-Sharing Centers include depreciation for the
fixed  assets used in the operations, maintenance costs, salaries for engineers,
and  the  associated  traveling  and  lodging  expenses.

During  the  three  months  ended  September  30,  2005, total gross profit from
Revenue-Sharing  Centers  was  $19,028 or 9.2% of the total segment revenues, as
compared  to  total gross profit of $9,772 or 7.9% of the total segment revenues
for  the  three  months  ended  September 30, 2004. The increase in gross profit
margin  recorded  in  2005 on the revenue sharing operations was attributable to
the  increase  in  ticket revenue generated from certain Revenue-Sharing Centers
such  as  Beijing  and  Datong.

The  Company anticipates that the gross profit from Revenue-Sharing Centers will
increase  gradually  with  the  opening of more large-size attractions and theme
park  facilities  by  the  end  of  2005,  and the more efficient management and
operations of the existing FunPlex amusement centers with economies of scale and
increased  experience.

SELLING  AND  MARKETING  EXPENSES

Selling and marketing expenses increased by $86,340 or 54.7% to $244,145 for the
three  months  ended  September  30, 2005, as compared to $157,805 for the three
months  ended  September  30,  2004.  This  was primarily due to the increase in
marketing,  promotional,  sales  representative  offices  and exhibition related
expenses  in  2005,  as  a  result  of expanded operations. The Company plans to
continue its marketing and promotional efforts in order increase its business in
the  PRC  and  also  in  overseas  markets.

GENERAL  AND  ADMINISTRATIVE  EXPENSES


                                       24
<PAGE>
General  and  administrative expenses ("G&A Expenses") consist of the management
office  operating  costs  of  SDCL,  FDI, Hytech US, Chongqing FTC and the costs
associated  with the operation of the Company's executive offices, and the legal
and  accounting costs associated with the operation of a public company. For the
three  months  ended  September  30,  2005, G&A Expenses decreased by $40,900 or
10.5%  to  $349,377  as  compared  to the G&A Expenses of $390,277 for the three
months  ended  September 30, 2004. The decrease is primarily due to a write back
of  the general provision for doubtful accounts due to a change in the aging and
collectibility  of  the  total  account  receivables  in  2005.

LOSS  FROM  OPERATIONS

Loss  from operations for the three months ended September 30, 2005 increased by
$52,279  to $111,189, as compared to the loss from operations of $58,910 for the
three  months  ended  September  30,  2004.  The  increase in operating loss was
primarily  attributable to the increase in selling and marketing expenses offset
partially  by  the  reduction  in general and administrative expenses during the
three  months  ended  September  30,  2005.

OTHER  INCOME  (EXPENSE)

For  the  three  months  ended September 30, 2005, the Company recorded interest
income of $7,835 as compared to $48,716 for the three months ended September 30,
2004,  due  primarily  to  the  substantial decrease in the average bank deposit
balance  in  2005 as a result of the increase in resources allocated to projects
under  construction  and  Revenue-Sharing  Centers.

For  the  three  months  ended September 30, 2005, interest expense was $47,711,
while  no interest expense was incurred for the three months ended September 30,
2004,  as  the  short-term  bank loans were only incurred at September 30, 2004.

Other  income  was  $19,076  for  the  three  months ended September 30, 2005 as
compared  to  other  expense of $25,356 for the three months ended September 30,
2004.  The  increase  in  other  income was attributable to miscellaneous income
earned  from  sub-letting  of  part  of  the  Company's factory space, which was
temporarily available, and sales of consumable items and repair services for the
equipment  sold  by  the  Company.

MINORITY  INTEREST

During  the  three  months  ended  September  30, 2005, the Company recorded the
minority  interests'  share  of  income  of $51,930, as compared to the minority
interests'  share  of  loss  of $16,829 for the three months ended September 30,
2004.  As  of September 30, 2005, the minority interests represented effectively
the  60%  interest in FDI and the 30% interest in Hytech US that are not held by
the  Company.

INCOME  TAX  EXPENSE

The  Company  is subject to income taxes on an entity basis on income arising or
derived  from  the tax jurisdiction in which each entity is domiciled. Fantatech
Inc.  and  Hytech  US  are  both  Delaware  corporations  and are subject to the
corporation income taxes of the United State of America. Intsys and Megabase are
not  liable  for  income  taxes  in  BVI.  The  Company's  PRC  subsidiaries and
associates  are  subject to Enterprise Income Tax in the PRC at a rate of 15% on
net  income.  However,  based on the local tax rules, SDCL was entitled to a tax
holiday  for  the  first two years of its operations (years 1999 and 2000) and a
50%  reduction  of  the  rate  for the third through eighth years (years 2001 to
2006)  of  operations  due  to  the high technology content of the business. The
provision for taxes on earnings of the PRC subsidiaries, calculated based on the
prevailing accounting standards in PRC, for the three months ended September 30,
2005  and  2004 were $0 and $11,722, respectively. During the three months ended
September  30,  2005, Hytech US recorded a tax expense of $830 while no such tax
was  recorded  in  the  corresponding  period  in  2004.


                                       25
<PAGE>
NET  LOSS

The Company recorded a net loss of $192,616 for the three months ended September
30,  2005  as  compared  to  a  net  loss  of $30,443 for the three months ended
September  30,  2004.  This  was  primarily  due  to the increase in selling and
marketing  expenses  as well as the minority interests' share of income recorded
in the 2005 period. In addition, the increase in interest expenses on short-term
bank loans and the corresponding decrease in interest income in 2005 period also
contributed  to  the  increase  in  net  loss.

Nine months ended September 30, 2005 and 2004:

REVENUE

For  the  nine  months  ended  September 30, 2005, net sales were $5,240,145, as
compared  to  net  sales  of  $3,369,266 for the nine months ended September 30,
2004.  Approximately  12.1%  and 6.7% of the net sales in during the nine months
ended  September  30,  2005  and  2004,  respectively,  were  from  the revenues
generated  from  the  Revenue-Sharing  Centers.

During  the nine months ended September 30, 2005, net contracted sales increased
by  $1,462,103  or  46.5%  to $4,606,509, as compared to $3,144,406 for the nine
months  ended  September  30,  2004.  This  was  primarily  due  to  the  normal
fluctuation  of  the  business  since the recognition of revenue from contracted
sales  was  based  on costs incurred in relation to the stages of completion.  A
significant  portion  of the project costs for the contracts entered in the last
quarter  of  2004  were  incurred  and  recorded  during  the  nine months ended
September  30,  2005, resulting in an increase in recognized revenue. In view of
the  Company's  current sales contracts, and based on the stage of completion of
the  related  projects  as  well  as  the design contract entered into with Wuhu
Huaqiang  in  October  2005,  the Company expects the increase of net contracted
sales  will  be  sustained  during  the  remainder  of  2005.

During  the  nine months ended September 30, 2005, the Company recorded revenues
from  its  Revenue-Sharing Centers totaling $633,636 as compared to $224,860 for
the  nine  months ended September 30, 2004, representing an increase of $408,776
or  181.8%.  The  increase  was  mainly attributable to the opening of seven new
FunPlex  amusement centers and three 4D theaters during the period in 2005. As a
result  of  the  scheduled  opening  of a large size attraction in Tianjin and a
theme  park in Chongqing by the end of 2005, the Company anticipates that income
from  Revenue-Sharing  Centers  will gradually increase beginning in early 2006.

GROSS  PROFIT

For  the nine months ended September 30, 2005, total gross profit was $1,302,794
or  24.9% of total net sales, as compared to total gross profit of $1,227,645 or
36.4%  of  total  net sales for the nine months ended September 30, 2004. Net of
the  effect  from  the Revenue-Sharing Centers, gross profit margin decreased by
10.0%.  This  decrease  is primarily attributable to the higher profitability of
the  projects  in  Beijing, Tianjin and Dalian recognized in the 2004 period, as
compared  to  the  average  profit  margins  generated  from  contracted  sales
recognized  during  the  2005  period. The higher profit margins in 2004 largely
resulted  from  the  negotiation  of favorable pricing with customers during the
2004  period.  The  gross profit margin from contracted sales depends largely on
the  type  of  equipment sold and the different pricing and payment arrangements
negotiated  with  customers.  As  a  result,  it is difficult for the Company to
predict if it will be able to maintain its gross profit from contracted sales at
a given level. However, the Company will follow its pricing and costing policies
to  maximize  its  returns  from  each  contracted  sale.

During  the  nine  months  ended  September  30,  2005,  total gross profit from
Revenue-Sharing  Centers  was  $35,967 or 5.7% of the total segment revenues, as
compared to total gross profit of $49,444 or 22.0% of the total segment revenues
for  the  nine  months  ended  September 30, 2004. The lower gross profit margin
recorded  in  2005 on the Revenue-Sharing Centers was attributable to the larger
scale  of resources and amount of depreciation involved with the Revenue-Sharing
Centers  in  operation.  In


                                       26
<PAGE>
addition, the closure of three FunPlex centers located in Chenzhou, Dalian Shida
and  Nanjing  has  reduced  the  overall  gross  profit from the Revenue-Sharing
Centers  during  the  nine  months  ended  September  30,  2005,  as the Company
continued  to  record depreciation charges for the relevant equipment and assets
during  the  transitional  period  of  transferring  those  assets  to  other
Revenue-Sharing  Centers. It normally will take approximately two months for the
Company  to  repossess  equipment  from  one location and reallocate it to other
projects  under  construction.

The  Company anticipates that the gross profit from Revenue-Sharing Centers will
increase  gradually as the transfer of the repossessed equipment from the closed
FunPlex  amusement  centers to other Revenue-Sharing Centers has been completed,
and the more efficient management and operations of the existing Revenue-Sharing
Centers  with  economy  of  scale  and  experience.

SELLING  AND  MARKETING  EXPENSES

Selling  and  marketing  expenses increased by $208,276 or 47.6% to $645,558 for
the  nine  months ended September 30, 2005, as compared to $437,282 for the nine
months  ended  September  30,  2004.  This  was primarily due to the increase in
marketing,  promotional,  sales  representative  office  and  exhibition related
expenses  in 2005, as a result of expanded operations. The Company will continue
its  marketing and promotional efforts in order increase its business in the PRC
and  also  in  overseas  markets.

GENERAL  AND  ADMINISTRATIVE  EXPENSES

For the nine months ended September 30, 2005, G&A expenses increased by $201,929
or  19.6%  to  $1,232,793 as compared to G&A expenses of $1,030,864 for the nine
months  ended  September 30, 2004. The increase is primarily due to the increase
in  personnel  and  general  office  operating  expenses  required  by  expanded
operations.  In  addition,  the  costs associated with the operation of a public
company  also  increased  substantially in response to the heightened regulatory
measures  and  compliance  requirements.

IMPAIRMENT  OF  INTANGIBLE  ASSETS

During  the  nine  months  ended  September 30, 2005, in view of the substantial
reduction  of business activities in Hytech US and no sales contracts secured in
2004  and  2005,  the Company conducted a re-evaluation of the intangible assets
associated  with  Hytech  US  and  the  related expected future cash flows. As a
result  of this evaluation, the Company recorded a full provision for impairment
of  $170,950  for  the  intangible assets. There was no impairment of intangible
assets  recorded  in  2004.

LOSS  FROM  OPERATIONS

Loss  from  operations for the nine months ended September 30, 2005 increased by
$506,006  to  $746,507,  as compared to the loss from operations of $240,501 for
the  nine  months  ended  September 30, 2004. The increase in operating loss was
primarily  attributable  to the impairment provision made during the nine months
ended September 30, 2005 as well as the substantial increase in selling, general
and  administrative  expenses  during  the  2005  period  concerned.

OTHER  INCOME  (EXPENSE)

For  the  nine  months  ended September 30, 2005, interest income was $11,106 as
compared  to  interest income of $99,989 for the nine months ended September 30,
2004,  due  primarily  to  the  substantial decrease in the average bank deposit
balance  in  2005 as a result of the increase in resources allocated to projects
under  construction.

For the nine months ended September 30, 2005, interest expense was $113,044 as a
result  of  the  increase  in  bank  borrowings  during the period. There was no
interest expense incurred for the nine months ended September 30, 2004 since the
short-term  bank  loans  were  only  incurred  at  September  30,  2004,


                                       27
<PAGE>
Other  income  was  $48,478  for  the  nine  months  ended September 30, 2005 as
compared  to  other  expense  of $61,189 for the nine months ended September 30,
2004.  The increase in other income was attributable to the miscellaneous income
earned  from  sub-letting  of  part  of  the  factory space that was temporarily
available,  and  sales of consumable items and repair services for the equipment
sold  by  the  Company.

MINORITY  INTEREST

During  the  nine  months  ended  September  30,  2005, the Company recorded the
minority  interests'  share  of  loss  of  $16,337,  as compared to the minority
interests'  share  of  loss  of $155,883 for the nine months ended September 30,
2004.  As  of September 30, 2005, the minority interests represented effectively
the  60%  shareholding  in  FDI  and  the  30%  in  Hytech  US.

INCOME  TAX  EXPENSE

The  Company  is subject to income taxes on an entity basis on income arising or
derived  from  the tax jurisdiction in which each entity is domiciled. Fantatech
Inc. and Hytechnology Inc. are both Delaware corporations and are subject to the
corporation income taxes of the United State of America. Intsys and Megabase are
not  liable  for  income  taxes  in  BVI.  The  Company's  PRC  subsidiaries and
associates  are  subject to Enterprise Income Tax in the PRC at a rate of 15% on
net  income.  However,  based on the local tax rules, SDCL was entitled to a tax
holiday  for  the  first two years of its operations (years 1999 and 2000) and a
50%  reduction  of  the  rate  for the third through eighth years (years 2001 to
2006)  of  operations  due  to  its  high  technology content of businesses. The
provision for taxes on earnings of the PRC subsidiaries, calculated based on the
prevailing  accounting standards in PRC, for the nine months ended September 30,
2005  and  2004 were $33 and $31,611, respectively. In addition, during the nine
months  ended September 30, 2005, Hytech US recorded a tax expense of $830 while
no  such  tax  was  recorded  in  the  corresponding  period  in  2004.

NET  LOSS

The  Company recorded a net loss of $791,847 for the nine months ended September
30,  2005  as  compared  to  a  net  loss  of  $69,468 for the nine months ended
September 30, 2004. This was primarily due to the increase in selling, marketing
and  administrative  expenses, interest expenses as well as impairment provision
in  relation  to  the  intangible  assets  recorded  in  2005.


FINANCIAL  CONDITION,  LIQUIDITY  AND  CAPITAL  RESOURCES

General
-------

The  Company anticipates that, based on currently plans and assumptions relating
to  its  existing  operations, its projected cash flow from operations, combined
with  cash on hand, bank lines of credit, and other external credit sources, and
the  credit  facilities provided by affiliates or related parties, its financial
resources  are  sufficient to support the Company's working capital requirements
for  its  planned operations for the next twelve months. Depending on the future
rate of growth, the Company may seek additional capital in the future to support
its  expansion  in  operations.

In order to finance the Company's continuing working capital requirements and in
view  of the scheduled expiration of its short-term bank loans of $2,433,735 due
for  repayment  in September 2005 (which were repaid), in early August 2005, the
Company  obtained  a  bridge  loan  of  approximately  $1,000,000  from Shenzhen
Huaqiang  Technology  Co., Ltd. (SHT), a related party, at the prevailing market
interest  rate of 5.58% per annum. This bridge loan was repaid in September 2005
with the proceeds from another temporary short-loan of $2,224,419 granted by the
financial  clearing  center (FCC) operated by SHT. The FCC resembles an internal
bank  which  accepts  deposit  from  and  grants  loans  to  its  members at the
prevailing  market  rate  of  interests.  It  also  obtains  loans from external


                                       28
<PAGE>
commercial  banks  and  in  turn sub-lends to its members in order to meet their
working capital requirements with less complicated application procedures and no
attendant  financial  charges. The Company's PRC subsidiaries are members of the
FCC  operated  by  SHT  whose  role  is  mainly  a  coordinator to the financial
arrangement of its members. The loan from SHT's FCC is unsecured due and payable
on December 29, 2005, has an interest rate of 5.22% per annum, and is guaranteed
by  SHT.  SHT  is  a  significant  (20.7%)  shareholder  of  the  Company.

In  addition,  during  the  three  months  ended September 30, 2005, the Company
obtained  additional  working  capital  financing  through  the  FCC of Shenzhen
Huaqiang  Holdings  Co. Ltd. (SHQ) of short term bank loans totaling $1,853,683.
Performing  the same FCC functions as stated above, the FCC operated by SHQ also
serves  the  banking  and  financing  needs of its members and the Company's PRC
subsidiaries  are  members  of  this  FCC.  The  loans  from  SHQ's FCC are also
unsecured,  payable  in  one  year  at  an  annual  interest  of  5.58% and were
guaranteed  by  SHQ. The Chairman and the President of SHQ are also the Chairman
and  the  CEO  of  the  Company.

The Company's short-term bank loans of $2,433,735 due for repayment in September
2005  were  repaid  in  full  in  a  timely  manner  as  of  September 30, 2005.

In  view  of  the scheduled expiration of the temporary short-term bank loans of
$2,224,419  from  the financial clearing center of SHT at December 29, 2005, the
Company  is  continuing  its efforts in arranging additional external short term
bank  loans for its working capital requirements. The Company is also expediting
the process of invoicing its customers for project progress payments in order to
reduce the carrying amounts of work in progress and the costs incurred in excess
of  billings  on  uncompleted contracts. Based on management's evaluation of the
Company's  short-term  cash  requirements  and  liquidity  resources, management
anticipates  that the pressure on the Company's cash flows will be substantially
reduced following the completion of the large-size attraction project in Tianjin
and  the  theme park in Chongqing by the end of 2005, as well as by the progress
payments  to  be  received  from  other  uncompleted  projects.

Operating
---------

During  the  nine  months  ended  September  30,  2005, the Company's operations
provided  cash  resources  of  $31,034,  as  compared  to  the  net cash used of
$356,524 for the  nine  months ended September 30, 2004.  During the nine months
ended  September  30, 2005, the Company's cash balance increased by $113,772, to
$179,566  at  September  30,  2005, as compared to $65,794 at December 31, 2004.
During  the  nine  months  ended  September  30, 2005, the Company's net working
capital  decreased by $3,224,278, to $181,295 at September 30, 2005, as compared
to  $3,405,573  at  December  31,  2004,  and the Company had a current ratio of
1.02:1  at  September  30,  2005,  as  compared  to 1.43:1 at December 31, 2004.

The  decrease  in  the  Company's  net  working capital was due primarily to the
Company's  continuing  investment  in  fixed assets for revenue sharing centers,
including  4D  theaters,  FunPlex centers and theme park. During the nine months
ended September 30, 2005, the Company recorded a net increase in fixed assets of
approximately $2,420,000 for revenue sharing operations, which largely accounted
for  the  decrease  in  current assets and net working capital. In addition, the
increase  in  short-term loans also increased the net current liabilities, which
in  turn  affected  the  Company's current ratio as of September 30, 2005 (which
decreased  from  1.43:1  to  1.02:1).

The  Company  has  tightened  its criteria with respect to partner selection for
establishment  of  additional  revenue  sharing  operations  in  order  to spare
sufficient  resources  to  administer the current revenue sharing centers and to
complete the contracts on hand. Potential partners with no self-owned commercial
property  at  prime  city  location  for  the  cooperation  venue  will  not  be
considered.  This  is  to avoid the possible disputes that may arise between the
local  partner  and  the landlord, and in turn may cause the Company to relocate
its equipment to other suitable site. It is anticipated that with the completion
of  the large-size attraction and theme park facilities scheduled for the end of
2005, together with the revenue generated from the existing incomplete contracts
as  well  as  revenue  sharing  centers,  the Company's net working capital will
gradually  be  improved  by  early  2006.


                                       29
<PAGE>
As  at  September  30,  2005, costs and estimated earnings in excess of billings
increased  by  $476,940  or  19.8%  to  $2,891,058, as compared to $2,414,118 at
December  31, 2004, which was attributable to the increase in resources utilized
in  projects  under  construction. The billings in excess of costs and estimated
earnings  decreased  by  $722,579  or 44.4% to $906,829 at September 30, 2005 as
compared  to  $1,629,408  at  December  31,  2004.

Deposits  and  prepayments made by the Company increased by $693,391 or 48.5% to
$2,121,801  at  September  30,  2005,  as compared to $1,428,410 at December 31,
2004,  due to the increase in resources involved in the Chongqing theme park and
Tianjin  large  size  attractions.

As  of  September 30, 2005, the Company recorded in other receivables a total of
$50,758  representing  the  tax  recoverable  or  receivable,  which  primarily
consisted  of  tax  credit generated from input value added taxes ("VAT") on the
raw materials purchased which were available for offsetting the potential output
VAT  liabilities  when  the  Company  invoiced  its  customers.

During  the  nine  months ended September 30, 2005, the total amount of accounts
payable,  accrued  liabilities and other payables increased by $520,329 or 37.7%
to  an  aggregate of $1,899,670, as compared to $1,379,341 at December 31, 2004,
which  was  due  to the increase in purchases by the Company in order to fulfill
the  uncompleted  contracts.

The  amount  receivable  from  related parties decreased by $374,822 or 78.5% to
$102,879 at September 30, 2005, as compared to $477,701 at December 31, 2004 due
primarily  to  the  repayment  of  a  trade  receivable by Hytech HK. The amount
payable to related parties decreased by $27,256 or 4.2% to $623,332 at September
30,  2005,  as  compared  to  $650,588  at December 31, 2004, as a result of the
repayment  of approximately $127,000 of the advance from Hytech HK, offset by an
increase  of  approximately  $63,000  payable  to  Bilibest  Industries Ltd. for
payment  made  on  behalf of the Company and an advance of approximately $37,000
paid  by  Wuhu  Huaqiang.

During  the  nine  months  ended  September  30,  2005,  deposit  from customers
increased  by  $368,329  or  19.7%  to  $2,242,664, as compared to $1,874,335 at
December  31,  2004,  which  was  primarily  attributable  to  the collection of
deposits  from  newly  signed  sales  contracts.

Investing
---------

For  the  nine  months  ended  September  30,  2005,  the  Company's  investment
activities  used  cash  resources  of $3,487,102, as compared to $1,990,609 cash
used  in  investment  activities  for  the nine months ended September 30, 2004.

Additions  to  property,  plant  and  equipment  during  the  nine  months ended
September 30, 2005 aggregated $3,006,756, of which $2,619,813 was for investment
in  the Company's Revenue-Sharing Centers. In addition, there was an increase in
construction  in  progress  of  $480,346  or  21.3%  at  September  30,  2005 to
$2,736,343  as  compared  to  $2,255,997 at December 31, 2004 as the Company has
devoted  more  resources  to  the  new Revenue-Sharing Centers. At September 30,
2005,  the  Company  had  capital  expenditure  requirements  of  approximately
$10,200,000  in  order  to  complete the contracts on hand for the coming six to
nine  months. The Company believes that it will be able to fund expected capital
expenditures  through  internal  cash  flow  and  external  resources.

Financing
---------

During  the  nine  months  ended  September  30,  2005,  the  Company repaid the
short-term  bank  loans  totaling  $2,433,735  and  was  granted  new  unsecured
short-term  loans by the financial clearing center operated by SHQ of $1,853,683
for  a  term  of  twelve  months, at an annual interest rate of 5.58% per annum,
payable  on  monthly  basis.  The  Company  has  also  been granted an unsecured
temporary  short-term bridge loan of $2,224,419 by the financial clearing center
of SHT, which is repayable on December 29, 2005 at an interest rate of 5.22% per
annum.


                                       30
<PAGE>
ITEM  3.  CONTROLS  AND  PROCEDURES

Members  of  the  Company's  management,  including  its principal executive and
financial officers, have evaluated the effectiveness of the Company's disclosure
controls  and  procedures,  as  defined  by  paragraph (e) of Exchange Act Rules
13a-15  or  15d-15,  as  of September 30, 2005, the end of the period covered by
this  report.  Based upon that evaluation, the Company's principal executive and
financial  officers  have  concluded  that the Company's disclosure controls and
procedures  are  effective.

(b)  Changes  in  Internal  Controls

There were no changes in the Company's internal control over or in other factors
identified in connection with the evaluation required by paragraph (d) of
Exchange Act Rules 13a-15 or 15d-15 that occurred during the quarter ended
September 30, 2005 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.


                                       31
<PAGE>
PART  II  -  OTHER  INFORMATION


ITEM  1.  LEGAL  PROCEEDINGS

Not  applicable.

ITEM  2.  UNREGISTERED  SALES  OF  EQUITY  SECURITIES  AND  USE  OF  PROCEEDS

Not  applicable.

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES

Not  applicable.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

Not  applicable.

ITEM  5.  OTHER  INFORMATION

Not  applicable.

ITEM  6.  EXHIBITS

A  list of the exhibits required to be filed as part of this report is set forth
in  the  Index  to  Exhibits,  which  immediately precedes such exhibits, and is
incorporated  herein  by  reference.


                                       32
<PAGE>
                                   SIGNATURES


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




                                             FANTATECH,  INC.
                                             ----------------
                                               (Registrant)



Date:  November  10,  2005              By:  /s/  GUANGWEI  LIANG
                                             -------------------------
                                             Guangwei  Liang
                                             Chief  Executive  Officer



Date:  November  10,  2005              By:  /s/  GARY  LUI
                                             -------------------------
                                             Gary  Lui
                                             Chief  Financial  Officer


                                       33
<PAGE>
<TABLE>
<CAPTION>
                                   Index to Exhibits



Exhibit
Number   Description
-------  -----------
<S>      <C>
10.1     Design Contract by and between Shenzhen Digitainment Co., Ltd. and Wuhu City
         Huaqiang Tour City Development Co., Ltd., dated October 10, 2005. (1)
10.2     Short Term Loan Agreement by and between Shenzhen Digitainment Co., Ltd. and
         Shenzhen Huaqiang Holdings Limited Financial Clearing Center for
         RMB2,000,000, dated July 28, 2005.
10.3     Short Term Loan Agreement by and between Shenzhen Digitainment Co., Ltd. and
         Shenzhen Huaqiang Holdings Limited Financial Clearing Center for
         RMB13,000,000, dated August 19, 2005.
10.4     Short Term Loan Agreement by and between Shenzhen Digitainment Co., Ltd. and
         Shenzhen Huaqiang Technology Co., Ltd. Financial Clearing Center for
         RMB18,000,000, dated September 29, 2005.
31.1     Certification of the Chief Executive Officer pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002
31.2     Certification of the Chief Financial Officer pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002
32.1     Certification by the Chief Executive Officer pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002
32.2     Certification by the Chief Financial Officer pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002
</TABLE>


(1)  Filed  as  an Exhibit to the Company's Current Report on Form 8-K filed
     October  11,  2005.


                                       34