FORM 10-QSB

(Mark One)

|X|      QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT OF 1934.
For the quarterly period ended March 31, 2003
                               --------------
OR

|_|      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.
--------------------------------------------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

            Delaware                                      62-1690722
-------------------------------             ------------------------------------
(State or other Jurisdiction of             (I.R.S. Employer Identification No.)
        Incorporation)


Flat K, 12/F., International Industrial Centre,
   2-8 Kwei Tei St., Fo Tan, Shatin, N.T.,
                Hong Kong
-----------------------------------------------        -------------------------
        (Address of Principal Executive Offices)               (Zip Code)

                                 (604) 438-3598
--------------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

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


Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period  that the Company was  required to file such  reports),  and (2) has been
subject to such filing requirements for past 90 days.

Yes      X            No
      ------               ------

                      APPLICABLE ONLY TO CORPORATE COMPANY

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest  practicable date. As of March 31, 2003 there
were 40,192,063 shares outstanding

         Transitional Small Business Disclosure Format (check one):
Yes                   No      X
      ------               ------


<PAGE>

                                 FANTATECH, INC.
                                   FORM 10-QSB
                                      INDEX

                                                                            Page

                         PART I - FINANCIAL INFORMATION

Item 1.    Financial Statements................................................1

Item 2.    Management's Discussion and Analysis................................6

Item 3.    Controls and Procedures............................................10

                          PART II - OTHER INFORMATION

Item 2.    Changes in Securities..............................................11

Item 6.    Exhibits and Reports on Form 8-K...................................11

SIGNATURES ...................................................................12



<PAGE>
<TABLE>
<CAPTION>

                         PART I - FINANCIAL INFORMATION

                          Item 1 - Financial Statements

                        FANTATECH, INC. AND SUBSIDIARIES
     CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2003 AND DECEMBER 31, 2002
                             (UNITED STATES DOLLARS)

                                                                  March 31, 2003     December 31, 2002
                                                                   (Unaudited)           (Audited)
                                                                -----------------    -----------------
<S>                                                             <C>                  <C>
Current assets
   Cash                                                         $       3,584,515    $       3,290,249
   Trade receivables, net of allowance of $53,220 and $25,036             807,765              765,576
   Related party receivables                                               14,325              137,457
   Inventories                                                          1,557,959            1,579,544
   Costs and estimated earnings in excess of billings on
     uncompleted contracts                                                860,419              594,791
   Deposits and prepayments                                               587,077              408,398
   Other receivables                                                       60,350               32,215
                                                                -----------------    -----------------

Total current assets                                                    7,472,410            6,808,230

Property, plant and equipment, net                                        407,696              537,959
Trademarks                                                                170,950              170,950
                                                                -----------------    -----------------

Total assets                                                    $       8,051,056    $       7,517,139
                                                                =================    =================

Current liabilities
   Short-term bank loan                                         $       2,168,675    $       2,168,675
   Short-term loans-unsecured                                             300,000              300,000
   Accounts payable                                                       244,512              236,235
   Accrued liabilities and other payables                               1,265,948            1,088,890
                                                                -----------------    -----------------

Total current liabilities                                               3,979,135            3,793,800

Minority interest                                                       1,426,104            1,326,833

Stockholders' equity
   Preferred stock; $0.001 par value; 10,000,000 shares
     authorized; no shares issued and outstanding                            --                   --
   Common stock; $ 0.001 par value; 100,000,000 shares
     authorized, 40,192,063 shares issued and outstanding                  40,192               40,192
   Additional paid-in capital                                           2,865,278            2,865,278
   Retained deficit                                                      (405,000)            (654,311)
   Reserve funds                                                          145,347              145,347
                                                                -----------------    -----------------

Stockholders' equity                                                    2,645,817            2,396,506
                                                                -----------------    -----------------

Total liabilities and stockholders' equity                      $       8,051,056    $       7,517,139
                                                                =================    =================
</TABLE>

See notes to consolidated financial statements


                                       1
<PAGE>

FANTATECH, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(UNITED STATES DOLLARS)

                                                       2003            2002
                                                   ------------    ------------

SALES                                              $  1,315,100    $    795,779

COST OF SALES                                          (661,058)       (676,710)
                                                   ------------    ------------

GROSS PROFIT                                            654,042         119,069

SELLING AND MARKETING EXPENSES                          (67,340)        (61,057)

GENERAL AND ADMINISTRATIVE EXPENSES                    (213,167)        (89,656)
                                                   ------------    ------------

INCOME (LOSS) FROM OPERATIONS                           373,535         (31,644)

OTHER INCOME (LOSS)
   Loss on disposition of fixed assets                      (83)           --
   Other income                                           1,779             565
   Other expenses                                           (34)           --
   Interest expense                                     (33,315)         (1,036)
   Interest income                                       14,084             564
                                                   ------------    ------------

INCOME (LOSS) BEFORE TAX PROVISION                      355,966         (31,551)

INCOME TAX EXPENSE                                       (7,384)           --
                                                   ------------    ------------

INCOME (LOSS) BEFORE MINORITY INTEREST             $    348,582    $    (31,551)

MINORITY INTEREST                                       (99,271)         10,914
                                                   ------------    ------------

NET INCOME (LOSS)                                  $    249,311    $    (20,637)
                                                   ============    ============

WEIGHTED AVERAGE SHARES OUTSTANDING
   BASIC AND DILUTED                                 40,192,063      40,000,000
                                                   ============    ============


BASIC AND DILUTED NET INCOME (LOSS) PER SHARE      $       0.01    $       0.00
                                                   ============    ============

Note:  The number of weighted average shares outstanding at March 31, 2002 is
       the amount of shares issued for the reverse merger and is for comparison
       purposes only.

See notes to consolidated financial statements


                                       2
<PAGE>
<TABLE>
<CAPTION>

                        FANTATECH, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                             (UNITED STATES DOLLARS)

                                                                           2003           2002
                                                                       -----------    -----------
<S>                                                                    <C>            <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net income (loss)                                                      $   249,311    $   (20,637)
Adjustments to reconcile net income (loss) to net cash provided by
   operating activities:
   Depreciation expense                                                    133,618        155,264
   Loss on disposition of fixed assets, net                                     83           --
   Minority interest expense (income)                                       99,271        (10,914)
Changes in operating assets and liabilities:
   Decrease in trade and related party receivables                          80,943        337,957
   Decrease (Increase) in inventories                                       21,585       (156,306)
   Increase in costs and estimated earnings in excess of billings on
     uncompleted contracts                                                (265,628)      (402,589)
   Increase in deposits and prepayments                                   (178,679)      (252,913)
   (Increase) Decrease in other receivables                                (28,135)        14,280
   Increase in billings in excess of costs and estimated earnings on
     uncompleted contracts                                                    --          320,066
   Increase (Decrease) in accounts payable and accrued liabilities
                                                                           185,335        (71,685)
                                                                       -----------    -----------

Net cash provided (used) by operating activities                           297,704        (87,477)
                                                                       -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
   Capital expenditures                                                     (3,438)          --
                                                                       -----------    -----------

Net cash provided (used) by investing activities                            (3,438)          --
                                                                       -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES                                          --             --
                                                                       -----------    -----------

NET INCREASE (DECREASE) IN CASH                                            294,266        (87,477)

Cash and cash equivalents, at beginning of period                        3,290,249        310,976
                                                                       -----------    -----------

Cash and cash equivalents, at end of period                              3,584,515    $   223,499
                                                                       ===========    ===========

Supplementary disclosures of cash flow information:
   Interest paid                                                       $    33,315    $     1,036
                                                                       ===========    ===========
   Taxes paid                                                          $      --      $      --
                                                                       ===========    ===========
</TABLE>

See notes to consolidated financial statements


                                       3
<PAGE>
<TABLE>
<CAPTION>

                                 FANTATECH, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             THREE MONTHS ENDED MARCH 31, 2003 AND DECEMBER 31, 2002
                             (UNITED STATES DOLLARS)

1.       INTERIM CONDOLIDATED FINANCIAL STATEMENTS

         The  interim  consolidated  unaudited  financial  statements  have been
prepared by Fantatech,  Inc. and include all material  adjustments  which in the
opinion of the  management  are necessary for a fair  presentation  of financial
results  for the  three  months  ended  March  31,  2003.  All  adjustments  and
provisions included in these statements are of normal recurring nature.  Certain
information and footnote disclosures made in the most recent annual consolidated
financial statements included in the Form 10-KSB for the year ended December 31,
2002 have been  condensed  or  omitted  for the  interim  financial  statements;
accordingly, the interim financial statements should be read in conjunction with
the  December  31,  2002  consolidated  financial  statements.  The  results  of
operations for the interim period  presented are not  necessarily  indicative of
the results that can be expected for the entire year.

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

2.       INVENTORIES

         Inventories  at March 31, 2003 and December 31, 2002 are  summarized as
follows:


                                                       March 31,    December 31,
                                                         2003           2002
                                                      (Unaudited)    (Audited)
                                                     ------------   ------------

         Raw materials                               $  1,005,126   $  1,036,814
         Work-in-progress                                 471,240        461,974
         Finished goods                                    81,593         80,756
                                                     ------------   -----------

                                                     $  1,557,959   $  1,579,544
                                                     ============   ============

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

                                                                March 31,     December 31,
                                                                   2003           2002
                                                               (Unaudited)     (Audited)
                                                              ------------   -------------

<S>                                                           <C>               <C>
         Costs incurred on uncompleted contracts              $  9,794,155      10,167,426
         Estimated earnings to date                              1,772,235       2,134,073
                                                              ------------    ------------

                                                                11,566,390      12,301,499

         Less: Billings to date                                (10,705,971)    (11,706,708)
                                                              ------------    ------------

                                                              $    860,419         594,791
                                                              ============    ============

                                       4
<PAGE>

         Included in the accompanying balance sheet under
             the following captions:

         Costs and estimated earnings in excess of billings
             on uncompleted contracts                         $    860,419         594,791

         Billings in excess of costs and estimated earnings
             on uncompleted contracts                                 --              --
                                                              ------------    ------------

                                                              $    860,419         594,791
                                                              ============    ============
</TABLE>

4.       PROPERTY, PLANT AND EQUIPMENT

         Property,  plant, and equipment at March 31, 2003 and December 31, 2002
consisted of the following:

                                                     March 31,     December 31,
                                                        2003           2002
                                                    (Unaudited)     (Audited)
                                                   ------------    ------------

         Leasehold improvements                    $    209,352         209,352
         Plant and machinery                             29,302          28,863
         Furniture and fixtures                          87,922          87,488
         Computers and equipment                      1,579,680       1,577,200
         Motor vehicles                                 193,964         193,964
                                                   ------------    ------------

                                                      2,100,220       2,096,867

         Less: Accumulated depreciation              (1,692,524)     (1,558,908)
                                                   ------------    ------------

                                                        407,696         537,959
                                                   ============    ============

5.       SHORT-TERM LOANS

         On August 27, 2002, the Company obtained a bank loan of $2,168,675. The
bank loan bears interest at 5.31% per annum with interest  payable monthly and a
principal  due date of August  27,  2003.  The loan is  guaranteed  by  Shenzhen
Huaqiang Holdings Limited, a related party.

         Short-term  loans-unsecured  represent  $280,000 borrowed from Top Link
Development  Limited,  an unrelated  third party and $20,000  borrowed from Fang
Dehou,  a related  party.  Fang Dehou is a director  of Intsys and  Hytechnology
Limited,  the  Company's  subsidiaries.  Loans in the  amount  of  $300,000  are
unsecured, non-interest bearing and payable during 2003. 6. INCOME TAXES

         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.
The Company's  British Virgin Island  subsidiary is not liable for income taxes.


                                       5
<PAGE>

The Company's 65.41% owned PRC subsidiary is subject to Enterprise Income Tax at
the PRC a rate of 15% on net profits. However, based on the local tax rules, the
PRC  subsidiary  is  entitled  to a tax  holiday  for the first two years of its
operations  and a 50%  reduction of the rate for the third  through  fifth years
(years 2001 - 2003) of operations.  Deferred tax assets and  liabilities are not
considered  material at March 31, 2003 and December 31,  2002.

7.       EARNINGS PER SHARE

         Basic EPS amounts are based on the  weighted  average  shares of common
stock outstanding.  Diluted EPS assumes the conversion,  exercise or issuance of
all potential common stock instruments such as options, warrants and convertible
securities,  unless  the  effect is to reduce a loss or  increase  earnings  per
share.  For  presentation  and  comparative  purposes,  the  Company has assumed
40,000,000 shares were outstanding  during the three months ended March 31, 2002
to the date of the reverse merger of the Company and Intsys Share Limited.


Item 2 - Management's Discussion and Analysis

         This  quarterly   report  on  Form  10-QSB   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. These statements  relate to
future events or the Company's  future  financial  performance.  The Company has
attempted  to  identity  forward-looking  statements  by  terminology  including
"anticipates",  "believes",  "expects", "can", "continue",  "could", estimates",
"intends",  "may", "plans",  "potential",  "predict",  "should" or "will" or the
negative of these terms or other  comparable  terminology.  Although the Company
believes that the expectation  reflected in the  forward-looking  statements are
reasonable,  the Company cannot  guarantee  future  results,  level of activity,
performance or  achievements.  The Company  expectations are as of the date this
Form  10-QSB is filed,  and the  Company  does not  intend to update  any of the
forward-looking  statements  after the date this quarterly report on Form 10-QSB
is filed to confirm these statements to actual results, unless required by law.

Overview

         Fantatech,   Inc.,  formerly  Lucas  Educational  Systems,  Inc.,  (the
"Company")  was  incorporated  in  1996.  On  June  19,  2001,   Halter  Capital
Corporation   purchased   1,687,178   shares  of  common   stock  from   various
shareholders, thereby acquiring approximately 50.5% of the outstanding shares of
the  Company.  All of the  existing  officers  and  directors  resigned and were
replaced by a new management team, Messrs. Kevin B. Halter and Kevin Halter, Jr.

         On November 6, 2002 (the  "Closing  Date"),  pursuant to the terms of a
Share Exchange Agreement dated as of November 6, 2002 (the "Exchange Agreement")
by and among the Company, Halter Capital Corporation, a Texas corporation, Kevin
Halter and Fang Dehou ("Dehou"),  Li Ming ("Ming") and Lui Lingxiao ("Lingxiao")
(Dehou,  Ming and Lingxiao are herein referred to  collectively,  as the "Intsys
Shareholders"),  the  Company  acquired  (the  "Acquisition")  from  the  Intsys
Shareholders  all of the issued and  outstanding  capital  stock of Intsys Share
Limited, a British Virgin Islands corporation  ("Intsys").  As consideration for
the shares of Intsys,  the Company issued  40,000,000  shares of common stock to
the Intsys  Shareholders and certain designees of the Intsys  Shareholders.  The
consideration   for  the   Acquisition   was  determined   through  arms  length
negotiations between the management of the Company and the Intsys Shareholders.

         On the Closing  Date,  Mr.  Kevin B. Halter and Mr. Kevin  Halter,  Jr.
resigned from the board of directors and Mr. Jinqiang Zhang, Mr. Guangwei Liang,
Mr.  Liechong  Li, Mr.  Xinan Hu and Mr. Ming Li became  members of the board of


                                       6
<PAGE>

directors of the Company.  The newly elected  directors then appointed Mr. Zhang
as the Chairman of the board,  Mr. Liang as Vice Chairman of the board and Chief
Executive Officer,  Mr. Ming Li as Chief Operational  Officer, Ms. Fengming Peng
as Chief Financial Officer and Mr. Jianguo Cheng as Corporate Secretary.

         On April 15, 2003, Ms. Peng tendered her resignation as Chief Financial
Officer of the Company and Ms. Fuxiao Wang was appointed in her place.

         Until the  Closing  Date,  the  Company  had only  nominal  assets  and
liabilities and had no business operations. As a result of the Acquisition,  the
Company  continued  the  business  operations  of Intsys.  Intsys owns 65.41% of
Shenzhen  Digitainment Co., Ltd. ("SDCL"). As such, the information disclosed in
this report relates to the Company's operation of SDCL. The financial statements
for the three months ended March 31, 2002 are the results of operations of SDCL.

         On  January  29,  2003,  the  Company   changed  its  name  from  Lucas
Educational Systems, Inc. to Fantatech, Inc.

         SDCL is  headquartered  in China and is engaged in the  development  of
hi-tech  entertainment  and amusement  products,  including 4D theater,  digital
film, indoor entertainment center and large size indoor attractions, intelligent
low voltage engineering,  theme sites projects and the exploitation,  design and
production of computer systems integration projects.

         In August  2002,  Intsys  formed  Hytechnology  Limited  in Hong  Kong.
Hytechnology  Limited  is 99% owned by Intsys  and is  engaged  in the sales and
marketing  of the  products  of  SDCL  outside  the  United  States  of  Amercia
(excluding China).

         In  September   2002,   Intsys   acquired  a  70%  equity  interest  in
Hytechnology,  Inc., a Delaware  corporation,  from a third party for  $172,000.
Hytechnology, Inc. is engaged in the sales and marketing of the products of SDCL
in the United States of Amercia.

Results of operations

Sales

         The Company generated revenues of $1,315,100 for the three months ended
March 31, 2003, which was a $519,321 or 65% increase from $795,779 for the three
months  ended March 31,  2002.  This is  primarily  due to the  increase in both
contract works and product sales in 2003.

Gross profit

         Gross  profit  margin has  increased  to 50% for the three months ended
March 31, 2003,  from 15% for the three months ended March 31, 2002. This is due
to the  increases in product sales to new overseas  markets  including the U.S.,
Kuwait,  Philippines,  with  higher  profit  margin in 2003.  In  addition,  the
Company's  improved contract  management and production skills  accumulated over
the past few years and the increase in production scale has caused the unit cost
of  production  to decrease in 2003 as compared to 2002.  Product  sales for the
three  months  ended  March 31,  2003 had an  average  profit  margin of 46% and
amounted to $376,910, which accounted for 58% of the total gross profit in 2003.


                                       7
<PAGE>

Selling and marketing expenses

         Selling and  marketing  expenses  increased by $6,283 or 10% to $67,340
for the three  months  ended  March 31, 2003 from  $61,057 for the three  months
ended March 31, 2002. This is primarily due to the increase in wages from $3,784
in 2002 to $13,812 in 2003, which is consistent with the significant increase in
business activities and revenue in 2003.

General and administrative expenses

         General and administrative  expenses increased by $123,511 or 138% over
the year to $213,167  for the three months ended March 31, 2003 from $89,656 for
the three months ended March 31, 2002. This is primarily due to the increases in
insurance expenses of $9,804,  wages of $5,968, bad debt expenses of $16,494 and
office  expenses of $9,331.  In  addition,  there were the  increases  in rental
expenses of $18,100,  salaries  expenses of $15,280,  motor vehicle  expenses of
$14,176 and commission  expenses of $27,483 for the three months ended March 31,
2003 which were  incurred by  Hytechnology,  Inc.  Hytechnology,  Inc.  was only
acquired by the Company in September  2002.  Therefore,  these expenses were not
incurred for the three months ended March 31, 2002.

Income from operations

         As  revenue  and  gross  profit  margin  increased  significantly,  the
financial  results  changed from loss from  operations  of $31,644 for the three
months ended March 31, 2002 to income from  operations of $373,535 for the three
months ended March 31, 2003.

Other income (loss)

         There  was a loss on the  disposition  of fixed  assets  for the  three
months  ended March 31, 2003 as compared to no  disposition  of fixed assets for
the three months ended March 31, 2002.

         Interest expense for the three months ended March 31, 2003 increased to
$33,315 from $1,036 for the three months ended March 31, 2002. This is primarily
due to the new bank loan of $2,168,675 obtained in August 2002.

         Interest  income for the three months ended March 31, 2003 increased to
$14,084  from $564 for the three months ended March 31, 2002 due to the increase
in cash held in interest-bearing accounts.

Minority interests

         The  Company  recorded a minority  interest  expense of $99,271 for the
three months ended March 31, 2003, as compared to a minority  interest income of
$10,914 for the three months ended March 31, 2002,  to reflect the  interests of
the minority shareholders in Hytechnology, Inc. (30%), Hytechnology Limited (1%)
and SDCL (34.6%).

Income tax expenses

         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.
Intsys Share Limited is not liable for income taxes.  The Company's 65.41% owned
China  subsidiary,  SDCL, is subject to Enterprise Income Tax in China at a rate
of 15% on net income. However, based on the local tax rules, SDCL is entitled to
a tax holiday for the first two years of its  operations  and a 50% reduction of
the tax  rate  for  the  third  through  fifth  years  (years  2001 -  2003)  of
operations.  The  provision  for taxes on earnings of SDCL for the three  months
ended March 31, 2003 was $7,384.  There was no provision  for taxes made for the
three months ended March 31, 2002 because SDCL had net loss for that period.


                                       8
<PAGE>

Net profit (loss)

         The  Company  recorded a net profit of  $249,311  for the three  months
ended March 31,  2003 as compared to a net loss of $20,637 for the three  months
ended  March 31,  2002.  This is  primarily  due to the  increase in revenue and
improvement in gross profit.

Financial condition, liquidity, capital resources

         For the three months ended March 31, 2003, our operations generated net
cash of  $294,266,  as compared to net cash of $87,477  used in the three months
ended March 31,  2002.  This is  primarily  due to the  significant  increase in
income  generated from  operations in 2003 as compared to 2002, the  significant
increase  in  accounts  payable  in  2003,  and  the  significant  increases  in
inventories, deposits and prepayment in 2002.

         As of March 31, 2003, we had cash on hand of $3,584,515  and a positive
current ratio of 1.88.

         As of March  31,  2003,  we had a bank  loan of  $2,168,675,  which was
obtained in August 2002 for the purpose of financing a major  project.  The loan
bears interests at 5.31% per annum and is repayable on August 27, 2003. The loan
is guaranteed by Shenzhen  Huaqiang  Holdings  Limited,  a related  party.  As a
result of this bank loan, our gearing ratio (measured on the basis of total bank
borrowings  as a percentage of total  shareholders'  equity) was 82% as of March
31, 2003.

         We had no significant capital expenditure  commitment outstanding as of
March 31, 2003.

Exchange rate

         Fluctuations  of currency  exchange  rates between  Renminbi and United
States dollar could adversely  affect our business since we conduct our business
primarily in China,  and the sale of our products to  corporations  in China are
settled in  Renminbi.  The Chinese  government  controls  its  foreign  reserves
through  restrictions  on  imports  and  conversion  of  Renminbi  into  foreign
currency.  Although the Renminbi to United States dollar  exchange rate has been
stable since January 1, 1994 and the Chinese government has stated its intention
to maintain the  stability  of the value of Renminbi,  there can be no assurance
that exchange rates will remain stable.  The Renminbi could devalue  against the
United States  dollar.  Exchange  rate  fluctuations  may  adversely  affect our
revenue  arising from the sales of products in China and denominated in Renminbi
and our financial performance when measured in United States dollar.

Recent accounting pronouncements

         In April 2002, The Financial  Accounting  Standards Board (FASB) issued
SFAS  Statement  No.  145,  "Recission  of  FASB  Statements  No.  4, 22 and 64.
Amendment of FASB  Statement No. 13, and Technical  Corrections".  The Statement
addresses the accounting for extinguishment of debt, sale-leaseback transactions
and certain lease  modifications.  The  Statement is effective for  transactions
occurring  after May 15,  2002.  The  Company  does not expect the  adoption  of
Statement No. 15 to have a material  impact on the Company's  future  results of
operations or financial position.

         In July 2002, the FASB issued SFAS Statement No. 146,  "Accounting  for
Cost  Associated  with Exit or  Diposal  Activities".  The  Statement  addresses
financial  accounting and reporting for costs  associated  with exit or disposal
activities and supercedes Emergin Issues Task Force Issue No. 94-3,  "Liabilitiy
Recognition for Certain  Employee  Termination  Benefits and Other Costs to Exit
and  Activity  (Including  Certain  Costs  Incurred  in  a  Restructing)".   The


                                       9
<PAGE>

provisions of Statement  No. 146 are  effective for exit or disposal  activities
that are  initiated  after  December 31,  2002.  The Company does not expect the
adoption of Statement No. 146 to have a material impact on the Company's  future
results of operations or financial position.

         In October 2002, the FASB issued SFAS No. 147, "Acquisitions of Certain
Financial  Acquisitions of Financial  Institutions,  except Transactions between
Two or More Mutual Enterprises".  The Company does not expect this standard will
have any effect on its financial statements.

         In  November  2002,  the  FASB  issued  FASB   Interpretation  No.  45,
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect  Guarantees of  Indebtedness  of Others" (FIN 45). FIN 45 requires that
upon  issuance of a guarantee,  a guarantor  must  recognize a liability for the
fair value of an  obligation  assumed  under a guarantee.  FIN 45 also  requires
additional  disclosures  by a  guarantor  in its  interim  and annual  financial
statements  about  the  obligations   associated  with  guarantees  issued.  The
recognition  provisions  of FIN 45 are effective  for any  guarantees  issued or
modified after December 31, 2002. The disclosure  requirements are effective for
financial  statements  of interim or annual  periods  ending after  December 15,
2002.  The adoption of FIN 45 is not  expected to have a material  effect on the
Company's financial position, results of operations, or cash flows.

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

                        ITEM 3 - CONTROLS AND PROCEDURES

         Based on their  evaluation  of the  Company's  disclosure  controls and
procedures  as of a date within 90 days of the filing of this Report,  the Chief
Executive  Officer and Chief Financial Officer have concluded that such controls
and procedures are effective. There were no significant changes in the company's
internal  controls  or in other  factors  that could  significantly  affect such
controls subsequent to the date of their evaluation.






                                       10
<PAGE>

                           PART II - OTHER INFORMATION

                         ITEM 2 - CHANGES IN SECURITIES

During the three  months  ended March 31,  2003,  we did not issue any shares of
common stock.



                    ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits.

Exhibit
Number                             Description
------                             -----------

99.1     Certification  of the Chief  Executive  Officer and the Chief Financial
         Officer

(b)      Reports on Form 8-K.

         There was no report  filed on Form 8-K  during the three  months  ended
March 31, 2003.
























                                       11
<PAGE>

                                   SIGNATURES

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

                                              FANTATECH, INC.

Dated: May 14, 2003                           By  /s/ Guangwei Liang
                                                --------------------------------
                                                Name:  Guangwei Liang
                                                Title:   Chief Executive Officer



Dated: May 14, 2003                           By  /s/ Fuxiao Wang
                                                --------------------------------
                                                Name:   Fuxiao Wang
                                                Title:   Chief Financial Officer


























                                       12
<PAGE>

                                 CERTIFICATIONS

         I, Guangwei Liang, certify that:

1.       I have  reviewed  this  quarterly  report on Form 10-QSB of  Fantatech,
         Inc.:

2.       Based on my  knowledge,  this  quarterly  report  does not  contain any
         untrue  statement of a material  fact or omit to state a material  fact
         necessary to make the  statements  made, in light of the  circumstances
         under which such  statements  were made, not misleading with respect to
         the period covered by this report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included in this  report,  fairly  present in all material
         respects the financial condition,  results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report.

4.       The  registrant's  other  certifying  officer and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

         (a)      designed  such  disclosure  controls and  procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this report is being prepared;

         (b)      evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing  date of this  quarterly  report  (the  "Evaluation
                  Date"); and

         (c)      presented in this quarterly  report our conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying  officer and I have disclosed,  based
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee  of  registrant's   board  of  directors  (or  persons
         performing the equivalent function):

         (a)      all  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and

         (b)      any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls; and

6.       The registrant's  other certifying officer and I have indicated in this
         report  whether  or not there  were  significant  changes  in  internal
         controls or in other factors that could  significantly  affect internal
         controls  subsequent  to  the  date  of  our  most  recent  evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.

Date: May 14, , 2003                                     /s/ Guangwei Liang
                                                       -----------------------
                                                       Guangwei Liang
                                                       Chief Executive Officer


                                       13
<PAGE>

         I, Fuxiao Wang, certify that:

1.       I have  reviewed  this  quarterly  report on Form 10-QSB of  Fantatech,
         Inc.:

2.       Based on my  knowledge,  this  quarterly  report  does not  contain any
         untrue  statement of a material  fact or omit to state a material  fact
         necessary to make the  statements  made, in light of the  circumstances
         under which such  statements  were made, not misleading with respect to
         the period covered by this report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included in this  report,  fairly  present in all material
         respects the financial condition,  results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report.

4.       The  registrant's  other  certifying  officer and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

         (a)      designed  such  disclosure  controls and  procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this report is being prepared;

         (b)      evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing  date of this  quarterly  report  (the  "Evaluation
                  Date"); and

         (c)      presented in this quarterly  report our conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying  officer and I have disclosed,  based
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee  of  registrant's   board  of  directors  (or  persons
         performing the equivalent function):

         (a)      all  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and

         (b)      any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls; and

6.       The registrant's  other certifying officer and I have indicated in this
         report  whether  or not there  were  significant  changes  in  internal
         controls or in other factors that could  significantly  affect internal
         controls  subsequent  to  the  date  of  our  most  recent  evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.



Date: May 14, 2003                                      /s/ Fuxiao Wang
                                                     -----------------------
                                                     Fuxiao Wang
                                                     Chief Financial Officer




                                       14