UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                                      1934.

                  For the quarterly period ended March 31, 2004
                                       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                  (I.R.S. Employer
           of Incorporation)                       Identification No.)


        418-A Cloverleaf drive, Baldwin Park, Los Angeles, CA 91706, USA
      ---------------------------------------------------------------------
               (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.     [X]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, 2004 there were
40,192,063  shares  outstanding

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


<PAGE>
                                 FANTATECH INC.
                                   FORM 10-QSB

                                      Index


                                                                           Page
                                                                           ----

                         Part I - Financial Information

Item  1.     Financial  Statements . . . . . . . . . . . . . . . . . . . . . . 3

Item  2.     Management's  Discussion  and  Analysis  or Plan of Operation . . 9

Item  3.     Controls  and  Procedures . . . . . . . . . . . . . . . . . . . .12

                           Part II - Other Information

Item  2.     Changes  in  Securities . . . . . . . . . . . . . . . . . . . . .14

Item  6.     Exhibits  and  Reports  on  Form  8-K . . . . . . . . . . . . . .14

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15


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

ITEM  1  -  FINANCIAL  STATEMENTS

                                  FANTATECH INC. AND SUBSIDIARIES
                               CONDENSED CONSOLIDATED BALANCE SHEET
                                 AS OF MARCH 31, 2004 (UNAUDITED)


                                 ASSETS
<S>                                                         <C>
Current assets
  Cash                                                      $    5,129,570
  Trade receivables, net of allowance of $29,299                   255,030
  Related party receivable                                          43,988
  Inventories                                                    2,155,740
  Cost and estimated earnings in excess of
    billings on uncompleted contracts                              937,204
  Deposit and prepayments                                          729,596
  Other receivables                                                 31,448
                                                            ---------------

Total current assets                                             9,282,576

Property, plant and equipment, net                               1,332,280
Construction in progress                                         1,115,511
Trademarks                                                         170,950
                                                            ---------------

Total assets                                                    11,901,317
                                                            ===============

                 LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Short-term loans-unsecured                                $      300,000
  Accounts payable                                                 348,199
  Accrued liabilities and other payables                         1,367,306
  Deposits received                                              1,496,076
                                                            ---------------

Total current liabilities                                        3,511,581

Minority interests                                               5,722,502
                                                            ---------------

Total liabilities                                                9,234,083
                                                            ---------------

Commitments and contingencies

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
  Additional paid-in capital                                     2,865,278
  Deficit                                                         (383,583)
  Reserve funds                                                    145,347
                                                            ---------------

Stockholders' equity                                             2,667,234
                                                            ---------------

Total liabilities and stockholders' equity                      11,901,317
                                                            ===============
</TABLE>

See notes to condensed consolidated financial statements


                                        3
<PAGE>
<TABLE>
<CAPTION>
                    FANTATECH INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
      FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003 (UNAUDITED)


                                                2004          2003
                                            ------------  ------------
<S>                                         <C>           <C>
SALES                                       $ 1,118,343   $ 1,315,100

COST OF SALES                                   740,854       661,058
                                            ------------  ------------

GROSS PROFIT                                    377,489       654,042

SELLING AND MARKETING EXPENSES                  136,482        67,340

GENERAL AND ADMINISTRATIVE EXPENSES             307,485       213,167
                                            ------------  ------------

(LOSS) INCOME FROM OPERATIONS                   (66,478)      373,535

MINORITY INTERESTS' SHARE OF LOSS (INCOME)       66,678       (99,271)

OTHER INCOME (LOSS)
  Loss on disposition of fixed assets                 -           (83)
  Interest expense                                    -       (33,315)
  Other expense                                 (14,084)          (34)
  Interest income                                25,180        14,084
  Non-operating income                            1,726         1,779
                                            ------------  ------------

INCOME BEFORE TAX PROVISION                      13,022       256,695

INCOME TAX EXPENSE                               11,441         7,384
                                            ------------  ------------

NET INCOME                                  $     1,581   $   249,311
                                            ============  ============

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

BASIC AND DILUTED NET INCOME PER SHARE      $      0.00   $      0.01
                                            ============  ============
</TABLE>

See notes to condensed consolidated financial statements


                                        4
<PAGE>
<TABLE>
<CAPTION>
                         FANTATECH INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
         FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003 (UNAUDITED)


                                                        2004         2003
                                                     -----------  -----------
<S>                                                  <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                           $     1,581  $   249,311
Adjustments to reconcile net income to
  net cash provided by operating activities:
    Depreciation expense                                 120,880      133,618
    Loss on disposition of fixed assets, net                   -           83
    Minority interests' share of (loss) income           (66,678)      99,271
  Change in operating assets and liabilities:
    Decrease in trade receivables                        256,989       80,943
    (Increase) decrease in inventories                  (697,423)      21,585
    (Increase) in costs and estimated earnings
      in excess of billings on uncompleted contracts     (19,565)    (265,628)
    (Increase) in deposits and prepayments               (31,868)    (178,679)
    Decrease (Increase) in other receivables              24,775      (28,135)
    Decrease in related party receivable                  72,290            -
    Increase in deposits received                        866,076            -
    (Decrease) Increase in accounts payable, accrued
      liabilities and other payables                    (396,543)     185,335
                                                      -----------  -----------

Net cash provided by operating activities                130,514      297,704
                                                      -----------  -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property, plant and equipment             (241,760)      (3,438)
                                                      -----------  -----------

Net cash used in investing activities                   (241,760)      (3,438)
                                                      -----------  -----------

CASH FLOWS FROM FINANCING ACTIVITIES

Net cash provided by financing activities                      -            -
                                                      -----------  -----------

NET (DECREASE) INCREASE IN CASH                         (111,246)     294,266

Cash and cash equivalents, at beginning of period      5,240,816    3,290,249
                                                      -----------  -----------

Cash and cash equivalents, at end of period           $5,129,570   $3,584,515
                                                      ===========  ===========

Supplementary disclosures of cash flow information:
  Interest paid                                       $        -   $   33,315
                                                      ===========  ===========

  Tax paid                                            $   10,727   $        -
                                                      ===========  ===========
</TABLE>

See notes to condensed consolidated financial statements


                                        5
<PAGE>
FANTATECH INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2004 (UNAUDITED)


1.   INTERIM CONDENSED CONDOLIDATED FINANCIAL STATEMENTS

The  interim  unaudited  condensed  consolidated  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,  2004.  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,
2003  have  been  condensed  or  omitted  for  the interim financial statements;
accordingly, the interim financial statements should be read in conjunction with
the  December  31,  2003  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  in  the  United States of America 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  material  from  those  results.


2.   INVENTORIES

Inventories at March 31, 2004 is summarized as follow:

                                            March 31,
                                              2004
                                           (Unaudited)
                                          ------------
Raw Materials                             $  1,535,430
Work-in-process                                596,171
Finished Goods                                  24,139
                                          ------------
                                          $  2,155,740
                                          ============


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

A  summary  of  the  costs  and  estimated  earnings  in  excess  of billings on
uncompleted  contracts  as  of  March  31,  2004  is  as  follow:


                                        6
<PAGE>
                                             March 31,
                                               2004
                                            (Unaudited)
                                          ---------------

Costs incurred on uncompleted contracts   $   10,039,122
Estimated earnings to date                     1,584,900
                                          ---------------
                                              11,624,022

Less: Billings to date                       (10,686,818)
                                          ---------------

                                          $      937,204
                                          ===============

Included in the accompanying balance sheet under the following captions:

                                             March 31,
                                               2004
                                            (Unaudited)
                                          ---------------

Costs and estimated earnings in excess
  of billings on uncompleted contracts    $       937,204

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

                                          $       937,204
                                          ===============

4.   PROPERTY, PLANT AND EQUIPMENT

Property, plant, and equipment at March 31, 2004 consisted of the following:

                                             March 31,
                                               2004
                                            (Unaudited)
                                          --------------

Leasehold improvements                    $     410,168
Plant and machinery                              89,915
Furniture and fixtures                          101,064
Computers and equipment                       2,350,388
Motor vehicles                                  294,658
                                          --------------
                                              3,246,193

Less: Acumulated depreciation and
    amortization                             (1,913,913)
                                          --------------

                                          $   1,332,280
                                          ==============

Depreciation  and  amortization  expense was $120,880 for the three months ended
March  31,  2004.


                                        7
<PAGE>
5.   SHORT-TERM  LOANS

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  upon  demand.


6.   EARNINGS  PER  SHARE

Basic  earnings  per  share  ("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.  As of March 31, 2004, the Company did not have any common
stock  equivalents  outstanding.


7.   MINORITY  INTEREST

As  of  March  31,  2004,  the  minority  interest  balance is $5,722,502. It is
comprised  of the minority shares of its subsidiaries, namely SDCL, Hytechnology
Inc.,  Hytechnology Ltd. and FDI, which the Company did not own. As of March 31,
2004,  the  Company  owned 65.41% interest of SDCL, 70% interest of Hytechnology
Inc.,  99%  interest  of  Hytechnology  Ltd. and SDCL owned 40% interest of FDI.

The  minority  interests'  share of the loss was $66,678 during the three months
ended  March 31, 2004 and their share of the income was $99,271 during the three
months  ended  March  31,  2003.


                                        8
<PAGE>
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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 identify
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's  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.  The  Company  designs,  develops  and  produces hi-tech
entertainment  and  amusement  products.  Its  optimal  integration  team  is
experienced  and  creative  in  software, film production and some comprehensive
serial  products  involved  with  wide  range  field  and  specialty,  including
computer,  video  and  film,  simulation,  artificial  intelligence  and  system
integration.  The  Company has already successfully launched a series of hi-tech
popular  amusement and entertainment products that are presently applied in many
theme parks, entertainment centers and shopping malls worldwide. Many years ago,
the  Company  realized  the  impending  increase  of  scientific  and  technical
requirements  for amusement products as well as the developing trend of multiple
technique application on digital film and virtual reality. After many years, the
Company  has  developed  the capabilities of planning, designing, producing, and
managing  CG  technology  based hi-tech entertainment products, and we are among
the  few hi-tech companies in the world who can create an entire system of large
size  indoor  attraction.

During  the  three months ended March 31, 2004, two amusement centers, FantaWild
FunPlex,  were  opened in Guangdong and Hunan provinces in PRC. In addition, the
Company  signed agreements with investors and plans to open several more FunPlex
in  other  cities  of the PRC and Middle East countries during the year of 2004.
Furthermore,  the  large  size  attraction, 4D Ride Dino-Rampage, has been under
construction  since  mid-2003.  It  is  located  in  Tianjin,  PRC  and  covers
approximately 50,000 square feet. The Company plans to have the grand opening of
the  4D  Ride  Dino-Rampage  during the Fall of 2004. Also, the Company plans to
construct a Floating Sphere 4D Theater in Beijing during the year of 2004.

The consolidated financial statements of the Company include the accounts of the
Company  and  its  wholly-owned  and  majority-owned  subsidiaries. All material
intercompany  balances  and  transactions  are  eliminated at consolidation. The
consolidated  financial  statements  have  been  prepared  in  accordance  with


                                        9
<PAGE>
generally accepted accounting principles in the United States of America and are
presented  in  U.S.  Dollars ("$"). The functional currency of the Company's PRC
operations  is  the Chinese Renminbi ("RMB"). The accounts of foreign operations
are  prepared  in  their  local  currency  and are translated into USD using the
applicable  rate  of exchange. Transactions denominated in currencies other than
the  U.S.  Dollars  are  translated into U.S. Dollars at the applicable exchange
rates.  Monetary  assets  and  liabilities  denominated  in other currencies are
translated  into  U.S. Dollars at the applicable rate of exchange at the balance
sheet date. The resulting transaction gains or losses are credited or charged to
the  consolidated  statements  of  operations.

CONSOLIDATED RESULTS OF OPERATIONS

Three months ended March 31, 2004 and 2003:

Revenue
The  Company  generated  revenues of $1,118,343 for the three months ended March
31,  2004,  which  was  a $196,757 or 15% decrease from $1,315,100 for the three
months  ended  March  31, 2003. This is primarily due to the Company is devoting
its resources to the new projects of Dino-Rampage and FantaWild FunPlex and less
resources  on  the sales of 4-D Theater. During the first quarter of 2004, there
were no sales of 4-D Theater to the overseas market. All sales were inccurred in
China,  which  resulted  in  relatively  lower  prices.  However,  revenue  from
FantaWild FunPlex was recorded from the first quarter of 2004 as three FunPlexes
were  opened  during  the period. The Company expects that the revenue will be a
bit more than the prior year's level even though there will be less sales of 4-D
Theater.

Gross  profit
Gross  profit  margin  has decreased to 34% for the three months ended March 31,
2004,  from  50%  for  the three months ended March 31, 2003. This is due to the
decreases  in  product  sales to new overseas markets. In general, the price and
profit  margin  of  overseas markets is relatively higher than the local market.
Since  the Company did not have any overseas sales during the period, the profit
margin  dropped  significantly.  However, the Company expects that there will be
product  sales  in  the  next  quarters  and  profit  margin  in average will be
increased.

Selling  and  marketing  expenses
Selling  and marketing expenses increased by $69,142 or 103% to $136,482 for the
three  months ended March 31, 2004 from $67,340 for the three months ended March
31,  2003.  This  is primarily due to the increase of advertising and trade show
expenses  for  promoting  the  FantaWild  FunPlex and other large size amusement
centers.

General  and  administrative  expenses
General  and administrative expenses increased by $94,318 or 44% to $307,485 for
the  three  months ended March 31, 2004 from $213,167 for the three months ended
March  31,  2003.  This  is  primarily  due  to  the  increases  in salaries and
consulting fees. Also, during the first quarter of 2004, the Company had general
and  administrative expenses of approximately $97,000 relating to FDI, which was
not  a  part of the Company during the three months ended March 31, 2003 because
it  was  not  formed  until  August  2003.


                                       10
<PAGE>
Income  from  operations
The  financial  results  changed from income from operations of $373,535 for the
three  months  ended  March  31, 2003 to loss from operations of $66,478 for the
three  months ended March 31, 2004. This is mainly due to the decrease in profit
margin and an increase in general and administrative expenses.

Other  income  (loss)
There  was no loss on the disposition of fixed assets for the three months ended
March  31,  2004 as compared to a loss of $83 on the disposition of fixed assets
for the three months ended March 31, 2003.

Interest  expense  for the three months ended March 31, 2003 was $33,315 and the
Company did not record any interest expense for the three months ended March 31,
2004.  This  is primarily due to the fact that the bank loan of $2,168,675 which
was  obtained in August 2002, had been fully settled upon its maturity in August
2003.

Other  expenses of $14,084 and $34 were recorded during March 31, 2004 and 2003,
respectively.  This  is  primary due to a non-operating expenses occurred during
the  first  quarter  of  2004.

Interest  income  for the three months ended March 31, 2004 increased to $25,180
from  $14,084  for  the three months ended March 31, 2003 due to the increase in
cash  held  in  interest-bearing  accounts.

Minority  interests
The  Company recorded a minority interests' share of the loss of $66,678 for the
three months ended March 31, 2004, as compared to a minority interests' share of
the  income of $99,271 for the three months ended March 31, 2003, to reflect the
interests of the minority shareholders in Hytechnology, Inc. (30%), Hytechnology
Limited (1%), SDCL (34.6%) and the FDI (60% of SDCL).

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
provisions  for  taxes on earnings of SDCL were $11,441 and $7,384 for the three
months ended March 31, 2004 and 2003, respectively.

Net  profit
The Company recorded a net profit of $1,581 for the three months ended March 31,
2004  as  compared  to a net profit of $249,311 for the three months ended March
31,  2003. This is primarily due to the decrease in revenue, lower profit margin
and  higher  general  and  administrative expenses. However, the Company expects
that the net profit for year 2004 can be a bit better than the year 2003's level
as  there  will be more FunPlexes and amusement centers to open during the year.


                                       11
<PAGE>
Financial condition, liquidity, capital resources

For  the three months ended March 31, 2004, our operations generated net cash of
$130,514,  as  compared  to net cash of $297,704 in the three months ended March
31,  2003. This is primarily due to the significant decrease in income generated
from  operations  in  2004  as  compared  to  2003,  the significant increase in
inventories  in  2004,  the  significant  decreases in accounts payable, accrued
liabilities  and  other  payables in 2004, offset by the significant increase in
deposits received and significant increase in trade receivables in 2004.

As  of  March 31, 2004, we had cash on hand of $5,129,570 and a positive current
ratio  of  2.64.

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 bore
interests  at 5.31% per annum and was repayable on August 27, 2003. The loan was
guaranteed  by  Shenzhen  Huaqiang  Holdings  Limited and was fully settled upon
maturity.  The  Company  did not have any bank loans during the first quarter of
2004.

The  Company  did  have  substantial capital expenditures of $241,760 during the
first quarter of 2004 as the Company purchased computer equipments and vechiles.

We had no significant capital expenditure commitment outstanding as of March 31,
2004.

We anticipate, based on currently proposed plans and assumptions relating to its
existing  operations,  that  our  projected cash flows from operations, combined
with  cash  that  we  expect to generate from the issuance of our securities and
from  borrowings,  will  be sufficient to support our planned operations for the
next  twelve  months.  Depending  on  our rate of growth, we may seek additional
capital  in  the  future  to  support  expansion of operations and acquisitions.


ITEM 3 - CONTROLS AND PROCEDURES

1) Evaluation of Disclosure Controls and Procedures

Disclosure  controls  and  procedures  are  designed  to ensure that information
required  to  be  disclosed in the reports filed or submitted under the Exchange
Act  of  1034  is  recorded, processed, summarized and reported, within the time
periods  specified  in  the  rules  and  forms  of  the  Securities and Exchange
Commission.  Disclosure  controls  and  procedures  include, without limitation,
controls  and  procedures  designed  to ensure that information include, without
limitation, controls and procedures designed to ensure that information required
to  be  disclosed  in  the  reports  filed  under  the  Exchange  Act of 1934 is
accumulated  and  communicated  to  the  Company's  management,  including  its
principal  executive  and  financial  officers,  as appropriate, to allow timely
decisions  regarding  required  disclosure.

As  of  the end of the period covered by this report, the Company carried out an
evaluation,  under  the  supervision and with the participation of the Company's


                                       12
<PAGE>
management,  including  its  principal  executive  and  financial officer of the
effectiveness  of  the design and operation of the Company's disclosure controls
and  procedures. Based upon and as of the date of that evaluation, the Company's
principal  executive  and  financial  officer  concluded  that  the  Company's
disclosure  controls  and  procedures  are  effective to ensure that information
required to be disclosed in the reports that Company files and submits under the
Exchange  Act  of  1934  is  recorded, processed, summarized and reported as and
required.

2)   Changes  in  Internal  Control

There  were  no  changes  in the Company's internal controls or in other factors
that  could have significantly affected those controls subsequent to the date of
the  Company's  most  recent  evaluation.


                                       13
<PAGE>
PART  II  -  OTHER  INFORMATION

ITEM  2  -  CHANGES  IN  SECURITIES
During  the  three  months  ended March 31, 2004, we did not issue any shares of
common  stock.


ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits.

Exhibit
Number              Description
----------          -----------
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  Chief  Executive Officer Pursuant to Rule
                    13a-14(b)  and  18  U.S.C.  Section  1350
32.2                Certification  by  Chief  Financial Officer Pursuant to Rule
                    13a-14(b)  and  18  U.S.C.  Section  1350


(b)  Reports  on  Form  8-K

     There  was  no  report  filed on the Form 8-K during the three months ended
     March  31,  2004.


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                                   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 28, 2004                         By  /s/  Guangwei Liang
                                             -------------------------
                                             Name:  Guangwei Liang
                                             Title:  Chief Executive Officer

Dated:  May 28, 2004                         By  /s/  Carl Yuen
                                             -------------------------
                                             Name:  Carl Yuen
                                             Title:  Chief Financial Officer


                                       15
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