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

                                   FORM 10-KSB

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 For the fiscal year ended December 31, 2001

[_]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934 For the transition period from _________ to __________


                          Asian Alliance Ventures, Inc.
             (Exact name of registrant as specified in its charter)

Nevada                                                  98-0204780
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or organization)

104 Elm Avenue, Toronto, Ontario, Canada       M4W 1P2
(Address of registrant's principal executive offices)                 (Zip Code)

                                  416.966.1858
              (Registrant's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Act:

  Title of Each Class                             Name of Each Exchange on which
  to be so Registered:                           Each Class is to be Registered:
  --------------------                           -------------------------------
          None                                                 None

Securities registered under Section 12(g) of the Act:

Common Stock, Par Value $.001
(Title of Class)

Preferred Stock, Par Value $.001
(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes ____ [_] No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [_]

State issuer's revenues for its most recent fiscal year. $0.00

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.) As of March 30, 2002, approximately $0.00.

As of March 30, 2002, there were 9,400,000 shares of the issuer's $.001 par
value common stock issued and outstanding. As of March 30, 2002, there were no
shares of the issuer's $.001 par value preferred stock issued and outstanding.

Documents  incorporated  by reference.  None.

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


                                        1
<PAGE>


                                     PART I

Item 1. Description of Business.

Asian Alliance Ventures, Inc. (the "Company"), was incorporated in the State of
Nevada on October 2, 1998, and maintains its principal executive offices at 104
Elm Avenue, Toronto, Ontario, Canada, M4W 1P2.

The Company was originally incorporated with the purpose of carrying on business
in China. During 1998 and 1999 we examined the feasibility of numerous Chinese
prospects.

Relationship with Shandong International.

Following extensive research and feasibility studies, in August, 1999, we
finalized a Joint Venture Agreement ("Agreement") with Shandong Hengtong
Chemical Industrial Company, Ltd. ("Shandong Industrial"), a large, established
company in Linyi City, partially owned by the Peoples Republic of China ("PRC")
and located in the Southeast of Shandong Province, adjacent to the
Beijing-Shanghai highway. This advantageous geographical position offers a rich
coal and water supply, and access to the heartland of China's agricultural
output. The Agreement provides for the establishment of Shandong Hengtong
Development Chemical Co. Ltd ("Shandong Development") as our majority-owned
subsidiary.

Shandong Industrial was incorporated in China in 1993. It was restructured from
a state-owned enterprise to a joint-stock ownership company in 1996. Its
authorized share capital is US$15,164,082.00. The Tancheng state-owned Assets
Management Bureau holds 64.25% of the equity interest and the workers of
Shandong Industrial's fertilizer plant hold 35.75%. Shandong Industrial owns and
operates three plants in Linyi: Chemical Fertilizer, Chemical and
Thermoelectricity. Originally the Chemical Fertilizer and thermoelectricity
plant were to be sold to Shandong Development. Then in 2001, Shandong Industrial
commenced construction on 2 additional thermoelectricity power plants, each of
60MW capacity. The first of these new plants, due to become operational in the
middle of 2002, will be sold to Shandong Development. The existing power Plants
generate electricity and steam for sale to the local power grid and for Shandong
Industrial's own use. The additional power plants will enable Shandong
Industrial to significantly increase production. Shandong Industrial is
registered with the Shandong Provincial Administrative Bureau for Industry and
Commerce. Its business license number is 26717136-X-1.

China is a large developing country, with an agricultural sector that provides
food for a population of 1.2 billion people. In the past decade, the traditional
cultivation method utilizing manure is rapidly being replaced by the scientific
method of fertilizer application. Nitrogenous fertilizer is a type of fertilizer
that is in demand for a great variety of crops. Nitrogen is an important element
of fertilizer and assists nitrogen in crop based production. Unfortunately,
Nitrogen is very easily washed out of the soil; therefore, constant application
of Nitrogen is required to maintain or expand crop yield. Urea occupies the
first position in the list of nitrogenous fertilizers, since it contains 46%
nitrogen, the highest ratio in the solid fertilizers. We believe urea is easy to
handle, slow in its release of nutrient nitrogen and non-toxic, factors we
believe that make it highly accepted by the Chinese farming community.

                                       2
<PAGE>

Geographically, the project is located on the Yellow River and Huaihe River
Valley flood plain, which has approximately 6,000,000 hectares of cultivated
land. Wheat, corn, rice, beans, and malt are the main crops grown. The estimated
demand for urea is more than 4,000,000 tons per year in Shandong and Shandong
Industrial's prime market area, which constitutes approximately 10% of the China
market. According to estimates from the Statistic Bureau of Shandong Province,
the consumption of nitrogen-based chemical fertilizers in China has consistently
exceeded production in recent years. The shortage has been met by imports,
mainly from Japan and Russia. This supply shortage has allowed Shandong
Industrial to produce at near full capacity of 200,000 tons of urea in 1999,
230,000 tons in 2000, and close to 300,000 tons in 2001. As the biggest seller
and manufacturer of chemical fertilizer in the region, Shandong Industrial has
earned an outstanding reputation for its quality products, pricing, and delivery
and customer services.

The Joint Venture Agreement.

The Agreement establishes Shandong Development as a limited liability joint
venture owned 49% by Shandong Industrial and 51% by us. It was drafted and
entered into in accordance with the Chinese-Foreign Co-operative Joint Venture
Law of the PRC, as well as the implementation regulations and other relevant
Chinese laws and regulations. Shandong Development has the status of a Chinese
legal person and is subject to the jurisdiction of, and protected by the laws of
the PRC.

Since Shandong Development is a limited liability company, our liability to
Shandong Development is limited to the capital we invest in Shandong Development
and we will share in 51% of the profits, risks and losses of Shandong
Development with Shandong Industrial having 49% of the same, all in proportion
to our respective contributions to the registered capital of Shandong
Development.

The business scope of Shandong Development is to develop and produce urea, power
and steam and other related products.

The total amount of capital contributed to Shandong Development will be
$29,928,916 ("Total   Contribution"). The registered capital of Shandong
Development is $25,600,000 ("Registered Capital"). The total amount of capital
the Company is required to contribute to Shandong Development is approximately
$13 million to acquire a 51% ownership interest, of which $6.5 million will be
contributed within three months of Shandong Development obtaining its Business
License and the balance to be delivered to Shandong Development within eight
months of the issuance of the Business License. Within three months of the date
that Shandong Development obtains the Business License, Shandong Industrial will
contribute equipment, facilities and materials valued at $12,600,000.00 for its
49% ownership interest and Shandong Development will assume approximately
$4,328,000.00 in obligations of Shandong Industrial. Should one of the parties
to the Agreement fail to make its Registered Capital contribution in full within
the time prescribed under the Agreement upon the request of the other party, the
non-funding party is required to consent to the termination of the Agreement
without prejudice. The Agreement has a 30-year initial term, from the date the
Business License is issued, and provides that the profits of Shandong
Development shall not be distributed unless the losses of previous fiscal years
have been paid in full. Otherwise, no less than 80% of profits of Shandong
Development shall be distributed annually, with Shandong Industrial receiving
49% of distributed profits and the Company receiving 51% of distributed profit.

                                       3
<PAGE>

The Agreement provides that Shandong Development shall lease the land,
facilities and the remaining equipment within three months from the date the
Business License is issued.

Should one of the parties to the Agreement fail to make its Registered Capital
contribution in full within the time prescribed under the Agreement, that party
shall be deemed to have breached the Agreement. Upon the request of the
non-breaching party, the defaulting party shall consent to the termination of
the Agreement without prejudice. Notwithstanding delays in making the required
contributions, neither party to the Agreement has requested termination nor has
either party indicated that they intend to terminate the Agreement.

The Agreement provides that when more funds are raised by one party from time to
time by agreement of each party, and the other party cannot raise enough funds
to keep its original equity proportion, such other party shall, upon the former
party's request, be obligated to transfer its comparable equity interests in
Shandong Development to the former party or the former party's associated
companies, parent companies, or subsidiaries.

Specific Responsibilities of Shandong Industrial.

Shandong Industrial has agreed to:

     o    contribute the necessary equipment,  facilities and materials to allow
          Shandong Development to conduct its operations;

     o    be responsible for making application to the relevant  authorities for
          approval  of  the   Agreement   and  the   registration   of  Shandong
          Development;

     o    assist Shandong Development in importing and obtaining
          importation licenses for all raw materials, machinery and equipment
          necessary for the operation of business;

     o    obtain effective insurance coverage and renew same in a timely manner;

     o    inform us of related Chinese laws, regulations,  notices and any other
          information affecting the operations of Shandong Development;

     o    provide  Shandong  Development  and us  available  information  on the
          Chinese  market   necessary  to  facilitate   Shandong   Development's
          operations;

     o    assist  Shandong  Development in purchasing and handling all necessary
          equipment and materials in China;

     o    assist Shandong Development in obtaining all necessary utilities
          and supplies, including, but not limited to, water, electricity and
          communication capabilities;

                                       4
<PAGE>

     o    recommend to Shandong Development (without obligation on the part
          of Shandong Development to employ) persons  suitable to undertake
          managerial and technical positions, and render all assistance to
          Shandong Development in the recruitment of such and other personnel;

     o    assist foreign workers, staff and their family members in
          obtaining all necessary entry visas, work permits and other travel
          documents;

     o    assist Shandong Development in solving legal, administrative and
          other problems arising from time to time with respect to the business
          operations of Shandong Development;

     o    assist Shandong Development in obtaining the preferential status
          and treatment that it should be entitled to from the Chinese
          government;

     o    manage Shandong Development according to the management agreement
          ("Management Agreement")  contemplated by Shandong  Development,
          Shandong Industrial and us;

     o    assist Shandong Development in convening meetings of the Board of
          Directors of Shandong Development in China, such reasonable expenses
          to be borne by Shandong Development; and

     o    use its best efforts to assist Shandong Development in any other
          matters entrusted to it or reasonably requested by Shandong
          Development.

Our Specific Responsibilities.

We have agreed to:

     o    contribute the cash contributions in United States Dollars;

     o    supervise the management and financial affairs of Shandong Development
          pursuant to the Management Agreement;

     o    recommend (without obligation on the part of Shandong Development
          to employ) managerial and technical personnel to Shandong Development,
          and render all assistance to Shandong Development in the recruitment
          of such personnel;

     o    assist Shandong Development in convening meetings of the Board of
          Directors in the United States of America whenever the Board of
          Directors of Shandong Development shall decide to meet in the United
          States of America, such reasonable expenses to be borne by Shandong
          Development; and

     o    use our best efforts to assist Shandong Development in any other
          matters entrusted to us or reasonably requested by Shandong
          Development.

The parties to the Agreement have also agreed that the Board of Directors of
Shandong Development shall be comprised of 5 directors, of which 3 directors
shall be appointed by us and 2 directors shall be appointed by Shandong
Industrial, provided, however, that the ratio representation on Shandong
Development's Board of Directors shall reflect as near as practicable the
proportion of each party's contributions to the Registered Capital. The ratio
representation on Shandong Development's Board of Directors shall be adjusted to
take effect immediately upon the date of change in proportion of Registered
Capital contributions. The Chairman of the Board of Directors of Shandong
Development shall be appointed by the party that maintains a majority proportion
of the Registered Capital of Shandong Development. To date no Board has been
designated.

                                       5
<PAGE>

Distribution  of Profits.

The Agreement provides that the profits of Shandong Development shall not be
distributed until the losses of previous fiscal years have been paid in full.
Otherwise, the Agreement provides that no less than 80% of profits shall be
distributed annually, with Shandong Industrial shall receiving 49% of
distributed profits, and we would receive 51% of distributed profit, assuming no
changes in capital allocation.

For the fiscal years ended 1998, 1999 and 2000 Shandong Industrial reported
revenue of $38,500,000.00, $48,500.000.00 and $54,200,000.00 respectively.

Duration of the Joint  Venture.

The term of the  Agreement is thirty (30) years
from the date on which the Business License is issued.  The term may be extended
upon the agreement of all parties.

Product  Production.

Shandong Industrial's Linyi facility consists of a Thermopower and Steam Plant,
a Chemical Fertilizer Plant and office facilities. All are relatively modern and
well maintained. They are contiguous on a single site of about 200 hectares of
land in Tan Cheng County, occupied under a land use right granted from the
state. Linyi is located in southeastern Shandong Province adjacent to the
Beijing-Shanghai highway. Shandong Industrial has excellent communication and
transportation services, including high speed Internet, road, rail and air
transportation. Beijing is an hour by air to the north; Qingdao, on the Pacific
coast is five hours by road to the east. Qingdao is a hub city with an
International airport, rail and port facilities.

Electricity for fertilizer production is purchased from the Power Bureau's
network, which offers preferred capacity at a subsidized price for agriculture
related production of 3.4 cents per KWh. All other power requirements are
supplied by Shandong Industrial's thermoelectric plant. The main resource for
power production is smoked coal, which is available locally for $25.00 a ton.

A local utility provides all the water needed by Shandong Industrial. Once used
in the manufacturing process, the industrial water is recycled through specially
constructed cooling towers.

We believe that all necessary buildings and equipment are in place for the
continuation of the business carried on by Shandong Industrial and to be
continued by Shandong Development.

                                       6
<PAGE>

Our  Competition.

If we pursue this Agreement, we should be able to rely upon the competitive
practices of Shandong Industrial as the largest chemical fertilizer manufacturer
in Southern Shandong, Northern Jiangsu, and the Northern Anhui provinces. Most
of the region's agricultural wholesalers have traded with Shandong
Industrial for many decades and have established long-term
relationship. The nearest domestic PRC competitor is in Yucheng City at the
outer edge of Shandong Industrial's primary market area.

Government Regulation.

Shandong Development's results may be adversely affected by changes in the
political and social conditions in PRC and by, among other things, changes in
governmental policies with respect to laws and regulations, inflationary
measures, currency conversion and remittance abroad, and rates and methods of
taxation. While the PRC government is expected to continue its economic reform
policies, many of the reforms are new or experimental and may be refined or
changed. It is also possible that a change in the PRC leadership could lead to
changes in economic policy.

Employees.

As of March 30, 2002, we have no employees and we administer our business
through consulting contracts with the Company's officers and directors. Shandong
Industrial currently has 2,300 employees.

Item 2.  Description of Property.

Property Held by Us.

As of the dates specified in the following table, we held the following property
in the following amounts:

        Property                 December 31, 2000         December 31, 2001
    ----------------             -----------------         -----------------
          Cash                      $9,106.00                 $437.00

We do not own any  interests  in real  estate.  We do not own any  inventory  or
equipment.

The Company's Facilities.

We do not own any real or personal property. However, we do occupy office space
located at 104 Elm Avenue, Toronto, Ontario, Canada, M4W 1P2.

Item 3.  Legal Proceedings.

We are not aware of any litigation pending against us, nor are we aware of any
matter that would currently give rise to litigation against us. However we
expect that in the ordinary course of business, claims may be asserted in the
future.

Item 4.  Submission of Matters to Vote of Security Holders

Not applicable.

                                       7
<PAGE>

                                     PART II

Item 5.  Market Price for Common Equity and Related Stockholder Matters.

Not applicable

Item 6. Management's  Discussion and Analysis of Financial  Condition or Plan of
Operation.

This report on Form 10-KSB contains forward-looking statements, within the
meaning of the Private Securities Reform Act of 1995, which are subject to a
variety of risks and uncertainties. Actual operating results, progress from a
development stage to an operating entity, performance, or achievements may
differ significantly from the results, performance, or achievements expressed or
implied in such forward-looking statements.

OVERVIEW

Asian Alliance Ventures was originally incorporated to pursue business in China.
During 1998 and 1999 we examined the feasibility of numerous Chinese prospects.
In August 1999, we finalized our Joint Venture Agreement with Shandong
Industrial in Linyi City and partially owned by the PRC. Shandong Industrial was
restructured from a state-owned enterprise to a joint-stock ownership company in
1996. While the Company had entered into the Agreement no activities had
commenced and, therefore, the Company is a development stage company.

The Agreement provided for the establishment of Shandong Development, which is
to be 51% owned by us and 49% by Shandong Industrial. The Agreement originally
provided for Shandong Development to acquire all the assets of Shandong
Industrial necessary to manufacture chemical fertilizer ("Urea"). Subsequently,
we have agreed with Shandong Industrial that Shandong Development will acquire
the new 60,000 kw thermoelectric power plant presently under construction at
Shandong Industrial's site in Linyi. The power plant is valued at $30 million.

Under the Agreement, Shandong Industrial will contribute the facility for a 49%
interest in the Joint Venture and the Company will acquire the balance for
contribution of Thirteen Million Dollars ($13,000,000) in capital. Negotiations
are ongoing with several debt and equity sources and we anticipate that we will
enter into formal agreements during 2002. The initial funds provided by us will
be used to complete the thermoelectric power plant expansion. The balance of our
capital infusion will be used for financing expenses, project development and
working capital.

The total amount of capital the Company is required to contribute to Shandong
Development is approximately $13 million to acquire a 51% ownership interest, of
which $6.5 million will be contributed within three months of Shandong
Development obtaining its Business License and the balance to be delivered to
Shandong Development within eight months of the issuance of the Business
License. Within three months of the date that Shandong Development obtains the
Business License, Shandong Industrial will contribute equipment, facilities and
materials valued at $12,600,000.00 for its 49% ownership interest and Shandong
Development will assume approximately $4,328,000.00 in obligations of Shandong
Industrial. Should one of the parties to the Agreement fail to make its
Registered Capital contribution in full within the time prescribed under the
Agreement upon the request of the other party, the non-funding party is required
to consent to the termination of the Agreement without prejudice. The Agreement
has a 30-year initial term, from the date the Business License is issued, and
provides that the profits of Shandong Development shall not be distributed
unless the losses of previous fiscal years have been paid in full. Otherwise, no
less than 80% of profits of Shandong Development shall be distributed annually,
with Shandong Industrial receiving 49% of distributed profits and the Company
receiving 51% of distributed profit.

                                       8
<PAGE>

RESULTS OF OPERATIONS

Revenues and Operating Expenses

There were no revenues from operations for the twelve months ended December 31,
2001, December 31, 2000 and December 31, 1999. The Company incurred expenses of
$129,633 for the quarter ended December 31, 2001 as compared to $80,124 for the
same period in 2000 and expenses of $197,596 for the same period in 1999. For
the twelve months ended December 31, 2001, the Company reported an operating
loss of $325,295 compared to $160,306 for the same period in 2000, and compared
to an operating loss of $260,335 for the twelve months ended December 31, 1999.
In all periods no revenues were reported, as the Company was in the development
stage and pursuing the Agreement.

Of the increase in operating loss of $164,989 between 2000 and 2001,
approximately $63,000 was due to increased travel by both JV parties between
China and North America as we increased our efforts to raise equity for the
Company. The balance of the increase in loss relates to increased professional
fees - accounting and legal and senior management - relating to the same
activity.

For the most part these expenses have been funded from shareholder advances. In
addition, during 2001, a related party forgave a balance owing of $100,851,
reducing the net operating loss of $325,295 to a net loss of $224,444 for
FY2001.

Until the Agreement is implemented, the Company does not expect to report any
operating revenues and does not intend to support any research, development or
marketing activities. Its activities will be focused on implementing the
approvals, licenses and funding needed for the Agreement. In the event that the
Agreement is not pursued, the Company will be required to seek other business
opportunities or may be required to suspend any business opportunities until
funding and new initiatives are available.

Liquidity

At December 31, 2000, the Company had cash resources of $9,106. At December 31,
2001, it had cash resources of $437. At December 31, 2000, the Company had total
current assets of $9,106 and total current liabilities of $419,998. At December
31, 2000, total current liabilities exceeded total current assets by $410,892.
At December 31, 2001, there were current assets of $437 and total current
liabilities of $419,190, with total current liabilities exceeding total current
assets by $418,753.

A reduction in current liabilities occurred on August 7, 2001, when the $220,000
loan due to Shandong Industrial was converted to 4,400,000 shares.

We do not anticipate any significant research and development within the next 12
months, nor do we anticipate that we will lease or purchase any significant
equipment within the next 12 months. We do not anticipate a significant change
in the number of our employees within the next 12 months.

                                       9
<PAGE>

We require additional cash to implement our business strategies, including cash
for (i) payment of increased operating expenses and (ii) further implementation
of those business strategies. To effect the Agreement, we need to raise
approximately $20 million in the next year and, in addition, need to raise funds
for overhead and other operating costs.

Such additional capital may be raised through additional public or private
financings, as well as borrowings and other resources. To the extent that
additional capital is raised through the sale of equity or equity-related
securities, the issuance of such securities could result in dilution of our
stockholders. There can be no assurance that additional funding will be
available on favorable terms, if at all. If adequate funds are not available
within the next 12 months, we will be required to curtail or suspend operations
significantly or to seek funding through arrangements with collaborative
partners or others that may require us to relinquish rights that we would not
otherwise relinquish.

Item 7.  Financial Statements

Copies of the financial statements specified in Regulation 228.310 (Item 310)
are filed with this Annual Report on Form 10-KSB.



Item 8.  Changes in and Disagreements with Accountants.

There have been no changes in or  disagreements  with our accountants  since our
formation except that on or about April 16, 2000, our auditor, Barry L.
Friedman, CPA, resigned as our auditor. Mr. Friedman's report on our financial
statements did not contain an adverse opinion or disclaimer of opinion and was
not qualified or modified as to uncertainty, audit scope or accounting
principles. The decision to change accountants was recommended and approved by
our entire Board of Directors. There were no disagreements with our former
accountant on any matter. Mr. Friedman, a sole practitioner, subsequently died
and a letter pursuant to Item 304(a)(3) of Regulation S-K cannot be filed. On or
about July 20, 2000, Grant Thornton LLP, executed an engagement letter agreeing
to act as our auditors. In or around February 2001, we filed a Form 8-K
disclosing the change in auditors.

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons.

Executive Officers and Directors. We are dependent on the efforts and abilities
of certain of our senior management. The interruption of the services of key
management could have a material adverse effect on our operations, profits and
future development, if suitable replacements are not promptly obtained. We
anticipate that we will enter into employment agreements with each of our key
executives; however, no assurance can be given that each executive will remain
with us during or after the term of his or her employment agreement. In
addition, our success depends, in part, upon our ability to attract and retain
other talented personnel. Although we believe that our relations with our
personnel are good and that we will continue to be successful in attracting and
retaining qualified personnel, there can be no assurance that we will be able to
continue to do so. Our officers and directors will hold office until their
resignation or removal.

                                       10
<PAGE>

Our directors and principal executive officers are as specified on the following
table:

<TABLE>
<CAPTION>
Name and Address                          Age             Position                    Term as Director
-----------------                         ---             --------                    -----------------
<S>                                       <C>              <C>                                 <C>
Robert Clarke                             56              Chairman and Director       October 2, 1998 (inception) to present.
Apt. C2, Bayview Court
49 Mount Davis Road
Hong Kong


Benjamin Leboe                            55              Secretary, Treasurer        November 1999 to present.
16730 Carrs Landing Road                                  and Director
Lake Country, British Columbia,
Canada V4R 1B2

John Fraser                               55              President and Director      From September 21, 2000 to present.
104 Elm Avenue
Toronto, Ontario,
Canada M4W 1P2

Charlie Rodriguez                         56              Director                    From September 21, 2000 to present.
1662 West Petunia Place
Tucson, Arizona 85737
</TABLE>

Robert Clarke, age 56, is Chairman of our Board of Directors. Mr. Clarke has
earned a Bachelor of Commerce as well as a Masters Degree in Business
Administration. During portions of the last 5 years he has acted as an
independent business consultant for various companies. From January, 1997 to
December, 1997, Mr. Clarke was the President, Chief Executive Officer and a
Director of Waverider Communications Inc. which is listed on the OTCBB under
Symbol "WAVC". From September 18, 1995 to October 17, 1996, and again from
February 11, 1998, to October 11, 1999, Mr. Clarke was a Director of Global CT &
T Telecommunications Inc. a company that trades under the symbol "GLC" on the
Vancouver Stock Exchange. Mr. Clarke was the Secretary of Pacific Western
Capital Corporation (traded on Vancouver Stock Exchange) from August 15, 1995 to
October 17, 1996.

                                       11
<PAGE>

Benjamin Leboe, age 55, is our Secretary, Treasurer and a member of our Board of
Directors.  Mr. Leboe holds a Bachelor of Commerce  and Business  Administration
from the University of British Columbia. He is also a British Columbia Chartered
Accountant and Certified Management Consultant. From 1978 to 1981, Mr. Leboe was
a Partner in the accounting  firm of KPMG.  From in or around 1991 to June 1995,
he was the  Vice-President  and Chief Financial  Officer of VECW Industries Ltd.
Mr. Leboe was a Director and the President of CPT Pemberton Technologies Ltd., a
company that trades on Vancouver Stock Exchange under the symbol of "CPT",  from
March,  1995 to June,  1995.  He is also the owner and  manager  of  Independent
Management Consultants of British Columbia.


John  Fraser,  age 55,  is our  President  and a  member  of our  Board  of
Directors. In 1968, Mr. Fraser earned an Economics Degree from the Victoria
University  of  Wellington  in New Zealand.  In 1970, Mr. Fraser earned a
Business  Degree from the University of Pittsburgh. From 1968 to 1969, Mr.
Fraser was the assistant manager at Unilever Ltd. in New Zealand. From 1973
to 1976,  Mr. Fraser was Senior  Consultant  for W.D.  Scott & Co. (NZ) From
1976 to 1980, Mr. Fraser was a principal in Stevenson Kellogg (Canada) as well
as a principal in Thorne Riddell. From 1980 to 1983, Mr. Fraser was the Vice
President of Sungate Resources. From 1983 to 1998, Mr. Fraser was the Vice
Chairman of KPMG, Canada, responsible for the management consulting division of
that company. He has managed both development stage and established businesses.
He has worked in Europe, Africa, North America, Australia and New Zealand.

Charlie Rodriguez, age 56, is a member of our Board of Directors. He is
responsible for all of the North American regulatory aspects of 7bridge Systems.
He has held several senior positions with both public and private companies;
including, acting as President, Director, Chief Financial Officer and Treasurer.
Mr. Rodriguez has assisted in acquisitions, mergers, and several private and
public placements. Mr. Rodriguez was based in London for two years, where he was
President of the public telecommunications company. Mr. Rodriguez has also acted
as Vice President of Corporate Affairs for another public telecommunications
company where he was directly involved with the company's development from
start-up through expansion.

Other than Mr. Clarke,  Mr. Fraser,  Mr. Leboe and Mr.  Rodriguez,  there are no
significant  employees expected by us to make a significant  contribution to our
business.   Our  directors   will  serve  until  the  next  annual   meeting  of
stockholders. Our executive officers are appointed by our Board of Directors and
serve at the discretion of the Board of Directors.

Section 16(a) Beneficial  Ownership Reporting  Compliance.

All of our officers, directors, and principal shareholders have filed all
reports required to be filed by those persons on, respectively, a Form 3
(Initial Statement of Beneficial Ownership of Securities), a Form 4 (Statement
of Changes of Beneficial Ownership of Securities), or a Form 5 (Annual Statement
of Beneficial Ownership of Securities).

                                       12
<PAGE>

Item 10.  Executive Compensation

Any compensation received by our officers, directors, and management personnel
will be determined from time to time by our Board of Directors. Our officers,
directors, and management personnel will be reimbursed for any out-of-pocket
expenses incurred on our behalf.

Compensation of Directors.

Our directors who are also our employees receive no extra compensation for their
service on our Board of Directors.

Compensation  of Officers.

As of March 30, 2002, our officers have received no compensation for their
services provided to us. However, during the fiscal year ended December 31,
2001, we paid consulting fees of $20,000.00 to a company controlled by John
Fraser, our President and a member of our Board of Directors. During that same
period. We paid $10,000.00 in consulting fees to a company controlled by Ben
Leboe, Secretary, treasurer and a member of our Board of Directors, and we paid
$10,000 to a company controlled by Robert Clarke, the Chairman of our Board.

Item 11. Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth certain information regarding the beneficial
ownership of our common stock as of March 30, 2002, by each person or entity
known by us to be the beneficial owner of more than 5% of the outstanding shares
of common stock, each of our directors and named executive officers, and all of
our directors and executive officers as a group.

<TABLE>
<CAPTION>
                                                      Amount and Nature of
Title of Class     Name of Beneficial Owner             Beneficial Owner         Percent of Class
---------------     ------------------------           --------------------       ----------------
<S>                <C>                                  <C>                       <C>
                   NY Holdings
Common Stock       12th Floor, On Lan Centre
                   11-15 On Lan Street
                   Central, Hong Kong                      4,400,000                  46.8%
                   Robert Clarke
Common Stock       Apt. C2 Bayview Ct.
                   49 Mount Davis Road
                   Hong Kong                                 225,000                   2.4%

                   Benjamin Leboe
Common Stock       16730 Carrs Landing Road                  329,620                   3.5%
                   Lake Country, British Columbia,
                   Canada V4R 1B2


                   John Fraser
Common Stock       104 Elm Avenue                            207,500                   2.2%
                   Toronto, Ontario
                   Canada M4W 1P2


                   Charlie Rodriguez
Common Stock       1662 West Petunia Place                    175,000                   1.9%
                   Tucson, Arizona 85737

Totals                                                      5,337,120                  56.8%
</TABLE>

                                       13
<PAGE>

Beneficial ownership is determined in accordance with the rules of the
Commission and generally includes voting or investment power with respect to
securities. In accordance with Commission rules, shares of our common stock
which may be acquired upon exercise of stock options or warrants which are
currently exercisable or which become exercisable within 60 days of the date of
the table are deemed beneficially owned by the optionees. Subject to community
property laws, where applicable, the persons or entities named in the table
above have sole voting and investment power with respect to all shares of our
common stock indicated as beneficially owned by them.

Changes in Control. Our management is not aware of any arrangements which may
result in "changes in control" as that term is defined by the provisions of Item
403(c) of Regulation S-B.

Item 12.  Certain Relationships and Related Transactions.

Transactions with Promoters. There have been no transactions with promoters.
----------------------------

Related Party  Transactions.

The Company had the following transactions, recorded at their exchange amount,
with related parties:

a)       Incurred $75,000 (2000 - $29,000) for management services
         provided by companies in which certain officers and/or shareholders
         have a controlling interest.
b)       Incurred $19,300 (2000 - $16,935) for administrative services
         provided by a company in which certain officers and/or shareholders
         have a controlling interest.
c)       Incurred $9,300 (2000 - Nil) for professional services provided
         by a company in which certain officers and/or shareholders have a
         controlling interest.

At December 31, 2001 the following balances with shareholders or companies
controlled by certain officers and/or shareholders were outsdtanding:

         Due to Imtex International Limited                        $21,015
         Due to Miramar Capital Investment Inc.                    $ 3,000
         Due to Axon Management Inc.                               $65,265
         Due to Tristar Inc.                                       $90,000

These balances have no fixed terms of repayment and are expected to be repaid
when funds become available from equity financing.

In addition, at December 31, 2001, the Company has accounts payable balance of
$84,809 (2000 - $18,490) due to related parties.

Item 13.  Exhibits and Reports on Form 8-K

(a) Exhibit No.

3.1        Certificate of Incorporation*
           (Charter Document)

3.2        Bylaws*

* Included in Registration Statement on Form 10-SB filed on March 20, 2000.

(b) Reports on Form 8-K

None


                                       14
<PAGE>



SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, on April 15, 2002.

                                    Asian Alliance Ventures, Inc.,
                                    a Nevada corporation

                                    By:     /s/ John Fraser
                                            ------------------------------------
                                            John Fraser
                                    Its:    President and a Director

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

/s/ John Fraser                                 April 15, 2002
- ------------------------------------
John Fraser
President and a Director


/s/ Robert Clarke                               April 15, 2002
- ------------------------------------
Robert Clarke
Director


/s/ Benjamin Leboe                              April 15, 2002
- ------------------------------------
Benjamin Leboe
Secretary, Treasurer and a Director


/s/ Charlie Rodriguez                           April 15, 2002
-------------------------------------
Charlie Rodriguez
Director


                                       16




Grant Thornton LLP
Chartered Accountants
Management Consultants
Canadian Member Firm of
Grant Thornton International







































                                            Asian Alliance
                                            Ventures Inc.
                                            (a Development Stage Company)
                                            Financial Statements
                                            December 31, 2001



                                       17
<PAGE>





Contents

                                                                Page


Independent Auditors' Report on the Financial Statements           1

Balance Sheet                                                      2

Statement of Operations                                            3

Statement of Cash Flows                                            4

Statement of Stockholders' Equity                                  5

Notes to the Financial Statements                                6-9


                                       18
<PAGE>



Grant Thornton LLP
Chartered Accountants
Management Consultants
Canadian Member Firm of
Grant Thornton International







         Independent Auditors' Report on the Financial Statements

         To the Shareholders of
         Asian Alliance Ventures Inc.

         We have audited the balance sheets of Asian Alliance Ventures Inc. (a
         Development Stage Company) as at December 31, 2001 and 2000 and the
         related statements of operations, cash flows and stockholders' equity
         for the years then ended and for the period from October 2, 1998
         (inception) to December 31, 2001. These financial statements are the
         responsibility of the Company's management. Our responsibility is to
         express an opinion on these financial statements based on our audits.

         We conducted our audits in accordance with auditing standards generally
         accepted in the United States of America. Those standards require that
         we plan and perform an audit to obtain reasonable assurance whether the
         financial statements are free of material misstatement. An audit
         includes examining, on a test basis, evidence supporting the amounts
         and disclosures in the financial statements. An audit also includes
         assessing the accounting principles used and significant estimates made
         by management, as well as evaluating the overall financial statement
         presentation. We believe that our audits provide a reasonable basis for
         our opinion

         In our opinion, the financial statements referred to above present
         fairly, in all material respects, the financial position of Asian
         Alliance Ventures Inc. as at December 31, 2001 and 2000 and the results
         of its operations and cash flows for the years then ended and for the
         period from October 2, 1998 (inception) to December 31, 2001 in
         accordance with accounting principles generally accepted in the United
         States of America.

         The accompanying financial statements have been prepared assuming the
         Company will continue as a going concern. As discussed in Note 1 to the
         financial statements, the Company has no established source of revenue
         and is dependent on its ability to raise substantial amounts of equity
         funds. This raises substantial doubt about its ability to continue as a
         going concern. The financial statements do not include any adjustments
         that might result from the outcome of this uncertainty.








         Kelowna, Canada
         April 12, 2002                                    Chartered Accountants

200-1633 Ellis Street
Kelowna
British Columbia
V1Y 2A8
Tel:  (250) 712-6800
Fax: (250) 712-6850



                                       19
<PAGE>

<TABLE>
<CAPTION>

Asian Alliance Ventures Inc.
(a Development Stage Company)
Balance Sheet
December 31                                                                 2001                 2000
-----------------------------------------------------------------------------------------------------

Assets
Current
<S>                                                               <C>                  <C>
   Cash                                                           $          437       $        9,106

Capital (Note 3)                                                           3,417                    -
                                                                  --------------       --------------
                                                                  $        3,854       $        9,106
                                                                  ==============       ==============

Liabilities
Current
   Accounts payable                                               $      136,910       $       26,848
   Accrued liabilities                                                     3,000                2,500
   Due to related parties (Note 4)                                       179,280              170,650
   Loan payable (Note 5)                                                 100,000              220,000
                                                                  --------------       --------------
                                                                         419,190              419,998
                                                                  ==============       ==============
Stockholders' Equity
Capital stock (Note 6)
   Authorized:
       50,000,000 common shares of $0.001 par value
       10,000,000 preferred shares of $0.001 par value
   Issued:
       9,400,000 common shares (2000 - 5,000,000)                          9,400                5,000
Additional paid-in capital                                               220,600                5,000
Deficit accumulated during the development stage                        (645,336)            (420,892)
                                                                  --------------       ---------------
                                                                        (415,336)            (410,892)
                                                                  --------------       ---------------
                                                                  $        3,854       $        9,106
                                                                  ==============       ===============


-----------------------------------------------------------------------------------------------------

</TABLE>






               See accompanying notes to the financial statements.



                                       20
<PAGE>


<TABLE>
<CAPTION>

Asian Alliance Ventures Inc.
(a Development Stage Company)
Statement of Operations
-----------------------------------------------------------------------------------------------------

                                                         For the
                                                       period from        For the            For the
                                                     October 2, 1998       year               year
                                                     (inception) to        ended              ended
                                                       December 31      December 31        December 31
                                                          2001             2001               2000
                                                          ----             ----               ----

Expenses
<S>                                                <C>               <C>                <C>
   Amortization                                    $         603     $         603      $          -
   Bank charges and exchange                              21,445             2,546                495
   Financing fee                                          10,000            10,000                 -
   General and administration                            360,674            66,716             61,845
   Office                                                 94,416            60,338             31,523
   Licenses and permits                                    8,518             3,873              4,560
   Management fees                                       104,000            75,000             29,000
   Professional fees                                      62,147            32,728             21,991
   Travel                                                 84,384            73,491             10,893
                                                   -------------     -------------      -------------
Total expenses                                           746,187           325,295            160,307
                                                   -------------     -------------      -------------
Loss before extraordinary item                          (746,187)         (325,295)          (160,307)

Extraordinary item (Note 7)                              100,851           100,851
                                                   -------------     -------------      -------------
Net loss                                           $    (645,336)    $    (224,444)     $    (160,307)
                                                   ==============    =============      =============
Weighted average number
   of shares outstanding                                             $   6,253,699      $   5,000,000
                                                                     =============      =============
Loss per share - basic and diluted                                   $       (.05)      $       (0.03)
                                                                     =============      =============


-----------------------------------------------------------------------------------------------------



</TABLE>



                          See accompanying notes to the financial statements.

                                       21
<PAGE>

<TABLE>
<CAPTION>

Asian Alliance Ventures Inc.
(a Development Stage Company)
Statement of Cash Flows


                                                         For the
                                                       period from        For the            For the
                                                     October 2, 1998       year               year
                                                     (inception) to        ended              ended
                                                       December 31      December 31        December 31
                                                          2001             2001               2000
                                                          ----             ----               ----
Cash flows derived from

   Operating Activities
<S>                                                <C>               <C>                <C>
       Net loss                                    $    (645,336)    $    (224,444)     $    (160,307)
       Amortization                                          603               603                 -
                                                   -------------     -------------      -------------
                                                        (644,733)         (223,841)          (160,307)
       Changes in non-cash operating
         working capital
           Accounts payable                              136,910           110,062             25,551
           Accrued liabilities                             3,000               500               (500)
                                                   -------------     -------------      -------------
                                                        (504,823)         (113,279)          (135,256)

   Financing Activities
       Advances from related parties                     179,280             8,630            129,472
       Proceeds from loan payable                        220,000
       Repayment of loan payable                        (120,000)         (120,000)
       Capital stock from debt conversion                220,000           220,000
       Capital stock issued for cash                      10,000                -                  -
                                                   -------------     -------------      -------------
                                                         509,280           108,630            129,472
                                                   =============     =============      =============

   Investing Activities
       Purchase of capital assets                         (4,020)           (4,020)
                                                   -------------     -------------      --------------

Net (decrease) increase in cash                              437            (8,669)            (5,784)

Cash, beginning of period                                      -             9,106             14,890
                                                   -------------     -------------      ---------------

Cash, end of period                                 $        437      $        437      $       9,106
                                                   =============     =============      ===============


</TABLE>





               See accompanying notes to the financial statements.



                                       22
<PAGE>

<TABLE>
<CAPTION>


Asian Alliance Ventures Inc.
(a Development Stage Company)
Statement of Stockholders' Equity
From inception to December 31, 2001
-----------------------------------------------------------------------------------------------------

                               Common Shares           Additional
                               -------------             Paid-In
                           Shares        Amount          Capital             Deficit      Total
                           ------        ------          -------             -------      -----

Common stock
<S>                        <C>         <C>             <C>             <C>             <C>
   issued for cash         5,000,000   $     5,000     $      5,000   $           -    $    10,000

Net loss for the period
   from inception to
   December 31, 2000              -             -                -        (420,892)       (420,892)
                           ---------   -----------     ------------   -------------    -----------
Balance,
   December 31, 2000       5,000,000         5,000            5,000       (420,892)       (410,892)

Common stock
   issued in exchange
   for retirement of debt  4,400,000         4,400          215,600              -         220,000

Net loss
   for the year ended
   December 31, 2001               -             -                -       (224,444)       (224,444)
                           ---------   -----------     ------------   -------------    -----------
Balance,
   December 31, 2001       9,400,000   $     9,400     $    220,600   $   (645,336)    $  (415,336)



-----------------------------------------------------------------------------------------------------

</TABLE>












              See accompanying notes to the financial statements.


                                       23
<PAGE>




Asian Alliance Ventures Inc.
(a Development Stage Company)
Notes to the Financial Statements
December 31, 2001
--------------------------------------------------------------------------------

1.   Operations and going concern

The Company was incorporated under the laws of the State of Nevada on October 2,
1998 to engage in international business.

The Company has not yet commenced its planned principal operations and it has
not yet earned any revenue. In accordance with SFAS #7 it is considered a
development stage company.

The Company's current focus is to build a power and urea business in China.
Management is devoting substantially all the resources of the Company to
marketing and developing this project.

The accompanying financial statements have been prepared on the basis that the
Company will continue as a going concern which assumes the realization of assets
and settlement of liabilities in the normal course of business. Since its
inception, the Company has been engaged in organizational and pre-operating
activities. Further, the Company has generated no revenues and incurred losses.
Continuation of the Company's existence is dependent upon its ability to obtain
additional capital and sustain profitable operations. The uncertainty related to
these conditions raises substantial doubt about the Company's ability to
continue as a going concern. The accompanying financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

Management's plans include completion of an offering to raise additional
capital.

--------------------------------------------------------------------------------
2.   Summary of significant accounting policies

These financial statements are presented in U.S. dollars and in accordance with
accounting principles generally accepted in the United States of America.

Amortization

The rate of amortization applied on a declining balance basis to write off the
cost of capital assets over their estimated lives is 30%.

Use of estimates

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 reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.




                                       24
<PAGE>


Asian Alliance Ventures Inc.
(a Development Stage Company)
Notes to the Financial Statements
December 31, 2001
--------------------------------------------------------------------------------


2.   Summary of significant accounting policies (Continued)

Financial instruments

The Company has various financial instruments that include cash, payables and
amounts due to related parties. The carrying values of financial instruments
approximate their fair value due to the relatively short period to maturity.

Income taxes

Deferred income taxes result from significant carry forwards and temporary
differences between the tax basis of an asset or liability and its reported
amount in the financial statements that will result in taxable or deductible
amounts in future periods. Deferred tax assets or liabilities are determined by
applying presently enacted tax rates and laws. A valuation allowance is required
when it is more likely than not that some portion or all of the deferred tax
asset will not be realized.

Net Loss Per Share

The Company reports basic and diluted loss per share. Basic loss per share is
computed by dividing net loss by the weighted average number of outstanding
shares of common stock. Diluted earnings per share is computed by dividing net
loss by the weighted average number of shares adjusted for the potential
dilution that could occur if stock options, warrants and other convertible
securities were exercised or converted into common stock.

For the years ending December 31, 2001 and 2000, the Company had no potentially
dilutive securities outstanding.

Newly Issued Accounting Standards

In June 2000, SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities, was issued and as amended by SFAS No's. 137 and 138 is effective for
all fiscal quarters of fiscal years beginning after June 15, 2001. The Company
will adopt SFAS No. 133 effective with the first quarter of 2001. The statement
establishes accounting and reporting standards for derivative instruments and
for hedging activities. SFAS No. 133 will require the Company to measure all
derivatives at fair value and to recognize them in its balance sheet as an asset
or liability, depending on the Company's rights or obligations under the
derivative contract. Implementation of this standard is not anticipated to have
a material effect on the Company's results of operations, financial position or
cash flows.








                                       25
<PAGE>



Asian Alliance Ventures Inc.
(a Development Stage Company)
Notes to the Financial Statements
December 31, 2001
--------------------------------------------------------------------------------
3.   Capital assets                                         2001       2000
                                                            ----       ----

                                     Accumulated     Net            Net
                          Cost       Amortization    Book Value     Book Value
                          ----       ------------    ----------     ----------
Computer equipment    $   4,020      $    603        $    3,417     $      -
--------------------------------------------------------------------------------

4.   Related party transactions

The Company had the following transactions, recorded at their exchange amount,
with related parties:

a)   Incurred $75,000 (2000 - $29,000) for management services provided by
     companies in which certain officers and/or shareholders have a controlling
     interest.

b)   Incurred $19,300 (2000 - $16,935) for administrative services
     provided by a Company in which certain officers and/or shareholders have a
     controlling interest.

c)   Incurred $9,300 (2000 - Nil) for professional services provided by
     a Company in which certain officers and/or shareholders have a controlling
     interest.

At December 31, 2001 the following balances with shareholders or companies
controlled by certain officers and/or shareholders were outstanding:

     Due to Imtex International Limited                                $21,015
     Due to Axon Management Inc.                                       $65,265
     Due to Tristar Inc.                                               $90,000
     Due to Mirimar Capital Investment Inc.                            $ 3,000

These balances have no fixed terms of repayment and are expected to be repaid
when funds become available from equity financing.

In addition, at December 31, 2001 the Company has accounts payable balance of
$84,809 (2000 - $18,490) due to related parties.
--------------------------------------------------------------------------------

5.   Loan payable

The Company has entered into a Joint Venture Agreement with Shandong Hengtong
Chemical Industrial Company Ltd. of the Peoples Republic of China to acquire and
expand an established chemical fertilizer (urea) and power generation facility.
The joint venture partner has advanced the Company $100,000 for investment
marketing purposes. The loan is non-interest bearing and is repayable on demand.
The Company will require approximately $16 Million in order to fulfil its
obligations under the joint venture agreement which it expects to raise in the
North American equity market.

                                       26
<PAGE>


Asian Alliance Ventures Inc.
(a Development Stage Company)
Notes to the Financial Statements
December 31, 2001
--------------------------------------------------------------------------------

6.   Capital stock

During the year 4,400,000 common shares were issued at estimated fair value in
exchange for the retirement of a loan payable of $220,000.

Private Placement

On March 6, 1999 the Company completed an offering of its common stock under
Regulation "D", Rule 504 for 5,000,000 common shares of stock at $.002 per share
totalling $10,000.

Stock options

The Company has not issued any stock options.
--------------------------------------------------------------------------------

7.   Extraordinary item

During the year a related party forgave balances owing in the amount of
$100,851.

--------------------------------------------------------------------------------
8.   Income taxes

The potential tax benefits of the losses carried forward are offset by a
valuation allowance of the same amount as there is substantial uncertainty that
the losses carried forward will be utilized before their expiry.







                                       27