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

                                FORM 10-QSB


(X)   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                  For the quarterly period ended September 30, 2004

( )  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

              For the transition period from ____________ to _____________


               Commission file number:               000-49856
                                       ____________________________________


                        WESTON TECHNOLOGIES CORP.
----------------------------------------------------------------------------
       (Exact Name of Small Business Issuer as specified in its charter)


                  Delaware                          75-3022004
--------------------------------------   -----------------------------------
 (State or other jurisdiction of          (IRS Employer Identification No.)
    incorporation or organization)

              80 Wall Street, Suite 818, New York, NY 10005
----------------------------------------------------------------------------
                   (Address of principal executive offices)


                            (212) 809-1200
----------------------------------------------------------------------------
                      (Issuer's telephone number)

                                   N/A
----------------------------------------------------------------------------
          (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 Securities Exchange Act of 1934 during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past
90 days.  Yes [X]     No [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 40,411,775 shares of common stock,
$.0001 par value, as of November 19, 2004.

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





                            WESTON TECHNOLOGIES CORP.



                               TABLE OF CONTENTS


                         PART I.  FINANCIAL INFORMATION

ITEM 1. Financial Statements


   Condensed Consolidated Balance Sheets (Unaudited) as of
      September 30, 2004 and December 31, 2003 (Audited)

   Condensed Consolidated Statements of Operations and Comprehensive Loss
    (unaudited) for the Three and Nine Months Ended
     September 30, 2004 and 2003

   Condensed Consolidated Statements of Cash Flows (Unaudited) for the
     Nine Months Ended September 30, 2004 and 2003

   Notes to the Condensed Consolidated Financial Statements (Unaudited)


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

ITEM 3. Controls and Procedures

                           PART II. OTHER INFORMATION


ITEM 6. Exhibits and Reports on Form 8-K


SIGNATURES




                                      PART I - FINANCIAL INFORMATION

ITEM 1:   Financial Statements



                         WESTON TECHNOLOGIES CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                       CONDENSED CONSOLIDATED BALANCE SHEETS


                                  Assets

<TABLE>
<CAPTION>

                                                  Sept. 30, 2004   Dec. 31, 2003
                                                   (Unaudited)       (Audited)
                                                 -------------    -------------

                                                  <c>               <c>
Current assets
 Cash and cash equivalents.............          $     619,844    $     176,603
 Inventory.............................                962,523           12,391
 Inventory - related company...........                 49,343                -
 Deposits-inventory purchases..........                245,416          135,730
 Deposits -inventory purchases -related company      1,305,714        2,139,929
 Prepaid expenses and other current assets             143,605           71,593
                                                 -------------     ------------
   Total current assets................              3,326,445        2,536,246


Property, plant and equipment -at cost.                 88,593           13,594
  Less: accumulated depreciation.......                (4,593)            (123)
                                                 -------------     ------------
                                                        84,000           13,471
Other assets
 Trademarks............................                  8,349            5,980
                                                 -------------     ------------
   Total assets........................          $   3,418,794     $  2,555,697
                                                 =============     ============


                             Liabilities and Stockholders' Equity


Current liabilities
 Accounts payable......................           $     36,416    $           -
 Accrued liabilities...................                341,635           13,121
 Accrued interest payable-related company               46,036                -
 Due to affiliate......................                 15,000           15,000
 Loan - related company................                897,436                -
                                                 -------------     ------------
   Total current liabilities...........              1,336,523           28,121



Stockholders' equity
 Preferred stock.......................                      -                -
 Common stock..........................                  4,041              576
 Common stock subscribed...............              3,852,000        3,852,000
 Additional paid in capital............              2,608,609        2,577,424
 Accumulated other comprehensive income                 (2,690)           1,763
 Deficit accumulated during the development stage     (517,689)         (42,187)
                                                 -------------      -----------
                                                     5,944,271        6,389,576

Less: stock subscription receivable....            (3,862,000)      (3,862,000)
                                                 --------------     ------------
   Total stockholders' equity..........              2,082,271        2,527,576
                                                 --------------    -------------
Total liabilities and stockholders' equity       $   3,418,794     $  2,555,697
                                                 ==============    =============


The accompanying notes are an integral part of the condensed consolidated financial statements

</TABLE>


<TABLE>
<CAPTION>




                                    WESTON TECHNOLOGIES CORPORATION
                                     (A DEVELOPMENT STAGE COMPANY)


               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                                            (UNAUDITED)


                                                                                   Amounts Since
                                    Three Months Ended       Nine Months Ended       Inception
                                       September 30            September 30,      July 1, 2003 to
                                    2004         2003         2004        2003   September 30, 2004
                                 ------------ ----------  ------------ ----------  --------------

                                   <c>         <c>         <c>          <c>           <c>

License fees                     $  128,205    $      -     $128,205   $       -     $  128,205

Product Sales                       183,679           -      200,082           -        200,082
Cost of goods sold                   80,786           -       85,934           -         85,934
                                 ----------  -----------  -----------  ----------  ------------
Gross Profit on product sales       102,893           -      114,148           -        114,148


Cost and expenses
General and
  administrative expenses           274,819           -      672,105           -        709,819
Research and Development costs            -           -            -           -          4,838
                                 ----------  -----------  -----------  ----------  ------------
Operating loss..                    (43,721)          -     (429,752)          -       (472,304)


Other income (expense)
 Interest expense                   (14,423)          -      (46,035)          -        (46,035)
 Other income                             -           -          285           -            650
                                 ----------  -----------  ----------- -----------  ------------


   Net loss                         (58,144)          -     (475,502)          -       (517,689)
                                -----------  -----------  ----------- -----------  ------------
Foreign currency
  translation adjustment                  -           -       (4,453)          -         (2,690)
                                -----------  -----------  ----------- -----------  ------------


Comprehensive loss             $   ( 58,144)  $       -   $ (479,955)  $       -   $   (520,382)
                               ============  ===========  =========== ===========  ============
Basic and diluted
  net loss per share           $       (.01)   $      -   $     (.08)   $      -
                               ============  ===========  =========== ===========


Weighted average number
 of common shares outstanding     6,138,405    5,440,775   5,888,698   5,440,775
                               ============  ===========  =========== ===========


                    The accompanying notes are an integral part of the condensed
                               consolidated financial statements.


</TABLE>

<TABLE>
<CAPTION>


                                  WESTON TECHNOLOGIES CORPORATION
                                   (A DEVELOPMENT STAGE COMPANY)

                             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                           Cumulative
                                                                          Amounts Since
                                                                            Inception
                                                 Nine Months Ended       July 1, 2003 to
                                                   September 30            September 30,
                                                 2004          2003            2004
                                           --------------- ------------- -----------------

                                              <c>            <c>             <c>
Cash Flows from operating activities
 Net loss                                  $   (475,502)    $       -     $   (517,689)
 Adjustments to reconcile net loss to net
  cash used in operating activities:
    Depreciation expense                           2,036            -            4,593

  Changes in operating assets and liabilities:
    Increase in inventory                       (950,132)           -        (962,523)
    Increase in inventory
      -related company                           (49,343)           -         (49,343)
    Increase in deposits
      -inventory purchases                      (109,686)           -        (245,416)
    Decrease in deposits - inventory
      purchases-related company                  834,215            -      (1,305,714)
    Increase in prepaid expenses
      and other current assets                   (37,362)            -       (108,955)
    Increase in accounts payable and
      and accrued liabilities                    410,966             -         424,087
                                            -------------     ----------   ------------
Net cash used in operating activities           (374,808)            -      (2,760,962)
                                           --------------    ------------  -------------
Cash flows from investing activities
 Purchase of trademark                            (2,369)            -         (8,349)
 Purchases of property and equipment             (72,565)            -        (88,593)
                                           -------------- ------------  --------------
Net cash used in investing activities            (74,934)            -        (96,942)
                                           -------------- ------------ -------------
Cash flows from financing activities
 Due to affiliates                                    -              -         15,000
 Proceeds from issuance of common stock               -              -      2,568,000
 Proceeds loan - related company               1,410,256             -      1,410,256
 Principal payments on long-term loan-
    related company                            (512,820)             -      (512,820)
                                           -------------   ------------  ------------
Net cash provided by financing activities        897,436             -      3,480,436
                                           -------------  ------------   ------------

Foreign exchange effect on cash                   (4,453)            -        (2,690)
                                           -------------  ------------   ------------
Net increase in cash and
 cash equivalents                                 443,241            -       619,844
Cash and cash equivalents
   - beginning of period                          176,603            -             -
                                            -------------  ------------   -----------
Cash and cash equivalents
   - end of period                          $    619,844   $         -    $  619,844
                                            ============   ============  ===========

Supplemental cash flow information:
  Cash paid during the periods for:

                     Interest               $         -     $         -
                                            =============   =============
                     Income taxes           $         -     $         -
                                            =============   =============

</TABLE>



        The accompanying notes are an integral part of the condensed
                consolidated financial statements

                    WESTON TECHNOLOGIES CORPORATION
                   (A DEVELOPMENT STAGE COMPANY)


NOTES TO THE CONDENSED CONSOLODATED FINANCIAL STATEMENTS (UNAUDITED)

The accompanying unaudited consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Form 10-QSB and item 310 of Regulation SB. Accordingly, they
do not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for annual
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. The accounts of the Company and all of its
subsidiaries are included in the consolidated financial statements.  All
significant inter-company accounts and transactions have been eliminated in
consolidation. The consolidated operating results for the nine months ended
September 30, 2004 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2004.  For further information,
refer to the consolidated financial statements and footnotes thereto included
in the Company's Form 10-KSB for the year ended December 31, 2003.

WESTON TECHNOLOGIES CORPORATION

Weston Technologies Corp. (a development stage company at September 30, 2004)
(the "Company") was incorporated in the State of Delaware on March 8, 2002,
as a "blank check company" to serve as a  vehicle to effect a merger, exchange
of capital stock, asset acquisition or other business combination with a
domestic or foreign private business.

Waywood Investment Limited, ("Waywood") was the sole shareholder of the Company
at inception.  On February 26, 2003, Waywood sold 85% of its stock interest
or 4,250,000 shares in the Company to Comp International Limited, a British
Virgin Islands Corporation ("BVI").

South Sea Petroleum Holdings Limited (formerly Sen Hong Resources Holdings
Limited) ("SSP"), which is a publicly listed company in Hong Kong, is the
parent company of Comp International Limited.

BEST PARTNERS WORLDWIDE LIMITED

Best Partners World Limited ("BPW") a corporation registered in the BVI, was
incorporated on July 1, 2003. In 2003 BPW acquired from its principal
stockholders pending patents to a certain smokeless cigarette product known
as the Ultrasonic and Electronic Atomized Cigarette.

ACQUSITION OF BPW AND THE SHARE EXCHANGE

On October 15, 2003 (the "Acquisition Date") the Company entered into a stock
exchange agreement with BPW.  Pursuant to the stock exchange agreement, BPW
became a wholly-owned subsidiary of the Company. The acquisition was effected
under the stock exchange agreement when the stockholders of BPW exchanged all
of the outstanding capital stock of BPW for 440,775 shares of the Company's
common stock. In addition, the stockholders of BPW received warrants to
purchase 43,636,725 shares of the Company at an exercise price of $.001 per
share, or $43,636.  The BPW shareholders did not take immediate control of the
Company after the share exchange, but in previous periods it was very likely
that these warrants would be exercised at a near future date, and the
stockholders of BPW would take control of the Company. Since the former
stockholders of BPW would own a majority of the issued and outstanding shares
of common stock of the Company sometime after the Acquisition Date, this
transaction was accounted for as a recapitalization of BPW, whereby BPW is
deemed to be the accounting acquirer and has adopted the capital structure of
the Company. On September 30, 2004, certain shareholders of the Company
elected to exercise their warrants to purchase 34,650,000 shares of common
stock of the Company. After the Warrant Exercise, the Company's total number
of shares increased from 5,761,775 to 40,411,775. There are still remaining
warrants to purchase 8,986,725 shares of common stock of the Company.

The assets and liabilities of the Company were deemed to have been acquired
by BPW on the Acquisition Date.  All financial information included in this
report that is as of a time prior to the Acquisition Date, is the financial
information of BPW on a stand alone basis, as if BPW had been the registrant
required to file this report.  The financial information from and after the
Acquisition Date is that of the Company, BPW and its subsidiaries, on a
consolidated basis. BPW was incorporated on July 1, 2003 with no business
activity in the third quarter, therefore there is no 2003 comparative
information shown in these financial statements.

The Company had no assets or liabilities at the Acquisition Date, therefore
there were no assets and liabilities that, for accounting purposes, were deemed
to have been acquired by BPW from the Company.

Due to the recapitalization of BPW, all reference to shares of BPW common stock
have been restated to reflect the equivalent number of shares of the Company's
common stock outstanding at the Acquisition Date.  In other words, the 10,000
shares of BPW's outstanding common stock at October 15, 2003 are restated as
440,775 shares outstanding of the Company, as shown on the accompanying balance
sheet.

CAPITAL RESOURCES; BUSINESS RISKS; GOING CONCERN ASSUMPTION

The Company's future operations are subject to all of the risks inherent in the
establishment of a new business enterprise.

The financial statements have been prepared on the basis that the Company will
continue as a going concern, which contemplates the realization and satisfaction
of pre existing liabilities of the Company and existing liabilities and
commitments in the normal course of business.  At September 30, 2004, the
Company had an accumulated deficit of $517,689.  The Company also realized net
loss of $475,502 for the nine months ended September 30, 2004.

Operations to date have been primarily financed by stockholder debt and equity
transactions.  As a result, future operations are dependent upon the
identification and successful completion of permanent equity financing, the
continued support of stockholders and ultimately, the achievement of profitable
operations. Additionally, even if the Company does raise additional operating
capital, there can be no assurance that the net proceeds will be sufficient to
enable it to develop its business to a level where it will generate profits and
positive cash flows. These financial statements do not include any adjustments
related to recoverability and classification of recorded asset amounts nor to
amounts and classification of liabilities that may be necessary should it be
unable to continue as a going concern.

Factors that could affect the Company's future operating results and cause
future results to vary materially from expectations include, but are not limited
to, lower than anticipated business derived from its new products, an inability
to attract new clients and grow on its own,  an inability to control expenses,
technology changes in the industry, changes in regulatory requirements, and
general uncertain economic conditions overseas, especially in China.  Negative
developments in these or other risk factors could have a material adverse effect
on the Company's future financial position, results of operations and cash
flows.

The Company has patents pending in China.  Intellectual property protection
measures may not be sufficient to prevent misappropriation of the technology or
competitors may independently develop technologies that are substantially
equivalent or superior to the Company's technology.  Legal systems of many
foreign countries, including China, do not protect intellectual property rights
to the same extent as the legal system of the United States.  If the Company
cannot adequately protect its proprietary information and technology, the
business financial condition and results of operations could be materially
adversely affected in the future.

RESTRICTION ON TRANSFER OF ASSETS FROM CHINA

Dividend payments to the Company will be limited by certain statutory
regulations in China.  No dividends may be paid out of China without first
receiving prior approval from the Foreign Currency Exchange Management Bureau.
Dividend payments are restricted to 85% of profits, after tax. Repayments of
loans or advances from BPW to the Company, unless certain conditions are met,
will be restricted by the Chinese government.

CONTROL BY PRINCIPAL STOCKHOLDERS

The directors, executive officers, their affiliates and related parties own,
beneficially and in the aggregate, the majority of the voting power of the
outstanding shares of the common stock of the Company.  Accordingly, directors,
executive officers, related parties and their affiliates, if they voted their
shares uniformly, would have the ability to control the approval of most
corporate actions, including increasing the authorized capital stock of BPW and
the dissolution, merger or sale of the Company's assets.

PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION

The consolidated financial statements for the period presented, include the
financial statements of the Company, BPW, SBT (Holdings) Company Limited
("SBT Hong Kong") and its wholly owned subsidiaries, Shenyang SBT Technology
Development Co. Limited ("SBT Shenyang") and Beijing SBT Ruyan Technology and
Development Company Limited ("SBT Beijing").  The consolidated statements have
been prepared in accordance with accounting principles generally accepted in
the United States of America. All significant intercompany transactions have
been eliminated.

The Company has determined The Peoples Republic of China Chinese Yuan Renminbi
to be the functional currency of the Company.  There were no gains or losses
recognized as a result of translating foreign currencies to the U.S. dollars
due to the stability of the Yuan Renminbi currency in 2004. No assurance
however, can be given as to the future valuation of the foreign currencies and
how further movements in the foreign currencies could affect future earnings
of the Company.

The balance sheets of SBT Hong Kong, SBT Shenyang and SBT Beijing were
translated at period end exchange rates. The accompanying consolidated balance
sheet net assets are all primarily located in the People's Republic of China
("PRC") at September 30, 2004. Expenses were translated at exchange rates in
effect during the period, substantially the same as the period end rates.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
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 reported amounts of revenues and expenses during
the reporting period.  Actual results could differ from those estimates.

REVENUE RECOGNITION

The Company recognizes revenue from the sale of its products in accordance with
the U.S. Securities and Exchange Commission's (SEC) Staff Accounting Bulletin
No. 101, Revenue Recognition in Financial Statements.  In SAB No. 101, the SEC
expressed its view that revenue was realizable and earned when the following
four criteria were met: (1) persuasive evidence of an arrangement exits; (2)
delivery has occurred and title has passed according to the sale terms, (3) the
seller's price to the buyer is fixed or determinable; and (4) collectibility is
reasonably assured.

Shipping and handling costs incurred by the Company are included in cost of
goods sold and those costs that are billed to customers are included in net
sales.

LOSS PER SHARE

Basic loss per common share ("LPS") is calculated by dividing net loss by the
weighted average number of common shares outstanding during the periods. Diluted
earnings per common share are calculated by adjusting the weighted average
outstanding shares, assuming conversion of all potentially dilutive stock
options.

On January 8, 2004, South Sea Petroleum Holdings Limited ("SSP") has agreed to
loan up to $5,152,581 to the Company to assist the Company in manufacturing and
marketing its product. The loan bears interest rate 5% per annum, payable semi-
annually. The loan is payable on demand by SSP.  In January and May 2004, the
Company had received $1,282,051 and $128,205 respectively, from SSP on this loan
facility and $897,436 remains outstanding at September 30, 2004.  Interest
expenses in the amount of $46,036 were accrued at September 30, 2004.

PREFERRED STOCK

The Company is authorized to issue 20,000,000 shares of preferred stock at
$.0001 par value, with such designation voting and other rights and preferences
as may be determined from time to time by the Board of Directors. As of
September 30, 2004, no preferred stock had been issued.

COMMON STOCK AND CONTRIBUTED CAPITAL

The Company is authorized to issue 80,000,000 shares of common stock at $.0001
par value.  At September 30, 2004 the company has 40,411,775 common stock shares
issued and outstanding.

On November 3, 2003, the Company entered into a Share Subscription Agreement
with Centreford Investment Limited ("Centreford"), a corporation registered in
the British Virgin Islands, pursuant to which Centreford agreed to purchase
802,500 shares of the Company's common stock at a price of $8 per share for an
aggregate consideration of $6,420,000. As of September 30, 2004, Centreford had
paid-up 321,000 shares under the subscription agreement. Under the Agreement,
the Company also granted Centreford an option to subscribe an additional 120,000
shares of the Company's common stock at an exercise price of $9 per share for
an aggregate consideration of $1,080,000 within 1 year of the execution of this
agreement.

INCOME TAXES

The Company accounts for income taxes in accordance with the provisions of SFAS
No. 109, "Accounting for Income Taxes."

Income tax expense is based on reported income before income taxes. Deferred
income taxes reflect the effect of temporary differences between assets and
liabilities that are recognized for financial reporting purposes and the amounts
that are recognized for income tax purposes.  In accordance with SFAS No. 109,
"Accounting for Income Taxes", these deferred income taxes are measured by
applying currently enacted tax laws.

There are net operating loss carryforwards allowed under the Hong Kong and
China's governments' tax systems.  In China, the previous five years net
operating losses are allowed to be carryforward five years to offset future
taxable income.  In Hong Kong, prior years net operating losses can be carried
forward indefinitely to offset future taxable income.  The Company has available
approximately $518,000 of unused operating losses carryforwards and based on a
30% tax rate has a deferred tax asset of approximately $155,000 in which the
company recorded a valuation allowance for the same amount at September 30,
2004.

The company will withhold and pay income taxes on its employees' wages, which
funds the Chinese government's sponsored health and retirement programs of
all the employees.

RELATED PARTY TRANSACTIONS

At September 30, 2004, the Company has recorded inventory and deposits for
inventory purchases of $49,343 and $1,305,714, respectively which is related to
purchases of inventory from Jinlong Pharmaceutical Co. Ltd (Jinlong), a related
company. Jinlong and the Company are under common control of major shareholders
of the Company.

On January 8, 2004, South Sea Petroleum Holdings Limited ("SSP"), shareholder
of the Company, issued an unsecured loan of $5,152,581 to the Company to assist
the Company in manufacturing and marketing its product. The loan bears interest
at 5% per annum, payable semiannually. The loan is payable on demand by SSP.
In the nine months ended September 30, 2004, the Company had received
$1,410,256 from SSP on this loan facility, and $897,436 remains outstanding at
September 30, 2004.

MARKETING AND LICENSE AGREEMENT

On July 20, 2004, the Company and its subsidiary Best Partners Worldwide Ltd.
entered into a marketing and license agreement with Augite Inc. ("Augite").
Pursuant to the agreement, the parties agreed that:

  1.  The Company and BPW grant to Augite an exclusive license to use the
intellectual property related to the flameless and no-tar cigarette, and
appoint Augite as their exclusive agent and distributor to market the flameless
and no-tar cigarette manufactured by the Company and BPW in the world,
excluding Mainland China.

  2.  The Company and BPW also granted to Augite an exclusive worldwide license
to use the intellectual property for the development and manufacture of the
flameless and no-tar cigarette, which include any and all related devices, goods
and services.

  3.  The Company and BPW also granted to Augite an exclusive license to use
the intellectual property to market the flameless and no-tar cigarettes in the
world, except Mainland China, directly and indirectly, including through other
distributors and resellers. Augite may use the Company's or BPW's label or
Augite's own label in its marketing activities.

  4.  If the Company and BPW make any improvements or new invention derived
from the intellectual property, the Company and BPW shall promptly provide to
Augite such information with respect to such improvements and new invention
as is reasonably necessary to permit Augite to incorporate such improvements
or new invention in its manufacture of the product.

  5.  Upon the signing of the agreement, the Company and BPW may not enter
into any agreements or contracts to license the intellectual property or to
distribute the flameless and no-tar cigarettes in the world, except in Mainland
China, with any third party.  Nor shall the Company and BPW support any third
party (including themselves) to engage, directly or indirectly, in business
activities in competition with Augite in the world, excluding Mainland China.

   As the consideration, Augite agreed to pay the Company and BPW (i) a one-
time licensing fee of approximately $125,000; and (ii) a royalty fee of 5% of
Augite's after-tax net income on an annual basis until the patents embodied
in the intellectual property expires.

SUBSEQUENT EVENT

On November 3rd, 2004, the Company entered into a Stock Subscription Agreement
with Perfect Approach Investments Ltd. ("Perfect Approach"), whereby Perfect
Approach agreed to purchase 601,500 shares of the common stock of the Company
for an aggregate consideration of approximately US$2,050,000.

Perfect Approach is an existing shareholder of Weston.  Upon completion of the
stock subscription, Perfect Approach holds 606,500 shares of common stock of the
Company and warrants to purchase 495,000 shares of common stock of the Company.


Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Management's Discussion and Analysis or Plan of Operation and the other portions
of this report on Form 10-QSB contain forward-looking information that involves
risks and uncertainties.  Our actual results could differ materially from those
anticipated by the forward-looking information. Factors that may cause such
differences include, but are not limited to, availability of financial resources
for long term needs, product demand, market acceptance and other factors
discussed elsewhere in this report. This management's discussion and analysis
of financial condition and results of operations should be read in conjunction
with our consolidated financial statements and the related notes included
elsewhere in this report.

Overview

The Company conducted its business through its wholly-owned subsidiary Best
Partners Worldwide Limited ("BPW"). BPW was incorporated on July 1, 2003 in the
British Virgin Islands. BPW owns intangible assets of all the pending patents
of an invention known as the flameless and no-tar cigarette substitute. The
Company believes that the pending patents may have potential for commercial
use.

The pending patents the Company intends to use were initially filed in March
and April 2003 with the State Intellectual Property Office of the People's
Republic of China, which are currently pending under patent numbers 03111173.4
and 03211903.8. A search of international patent databases did not reveal any
similar patents. However, there is no guarantee that the Company's patent
applications will be approved by the State Intellectual Property Office of
the People's Republic of China.

In February 2004, the Company also filed two PCT (Patent Cooperation Treaty)
patent applications in order to protect our intellectual property in all PCT
member states. Weston intends to file patent applications in selected non- PCT
member states in the future.  Based on the pending patents the Company owns,
the Company plans to develop, manufacture and market an electronics device
known as the "Flameless and no-Tar Cigarette Substitute" (the "FNT Cigarette"),
which may be a solution to "fully eliminate tar."

Plan of Operation

BPW through its wholly owned subsidiary SBT (Holdings) Company Limited had
started to conduct marketing business in Beijing, the PRC as the starting point
of market development in June 2004, and has generated revenues in the sum of
US$328,287 in the nine months ended September 30, 2004 and also purchased
certain office equipment, supplies and raw materials for the production of the
flameless and no-tar cigarette substitute.

The Company had started to manufacture FNT Cigarettes in China for the Chinese
domestic market in May 2004. The Company also intends to contract with Axiom
Manufacturing Services Limited, an affiliate of the Company, in South Wales,
UK to manufacture FNT Cigarettes for the World markets.

Results of Operations

Three Months Ended September 30, 2004 Compared to Three Months Ended
September 30, 2003

Revenues

The Company had just started commercially manufactured its FNT Cigarettes in the
second quarter of 2004. Accordingly, the Company had generated product revenues
in the sum of US$183,679 for the three months ended September 30, 2004 and No
revenue generated for the same period in 2003.  In addition, during the three
months ended September 30, 2004, the Company recorded a license fee of $128,205,
which is related to a marketing and license agreement the Company entered into
with Augite, inc. on July 20, 2004.

Cost and Expenses

As of the quarter ended September 30, 2004, cost of revenues or cost of goods
sold on product sales is US$80,786 with no comparable figure in the same period
of 2003 as no business had occurred at that time. The general and administrative
expenses and interest expenses were $274,819 and $14,423, respectively in the
third quarter of 2004, compared with no such expenses in the third quarter of
the previous year. This is because the Company did not start its primary
operations until the last quarter of 2003.

Net Loss

For the three months ended September 30, 2004, we had a net loss of $58,144, or
$.01 per shares.


Nine Months Ended September 30, 2004 Compared to Nine Months Ended September
30, 2003

Revenues

The Company had just started commercially manufactured its FNT Cigarettes in the
second quarter of 2004.  Accordingly, the Company had generated product revenues
in the sum of US $200,082 for the nine months ended September 30, 2004 and No
revenue generated for the same period in 2003.  In addition, during the nine
months ended September 30, 2004 the Company recorded a license fee of $128,205,
which is related to a marketing and license agreement the Company entered into
with Augite, Inc. on July 20, 2004.

Cost and Expenses

As of nine months ended September 30, 2004, cost of revenues or cost of goods
sold on product sales is US$85,934 with no comparable figure in the same period
of 2003 as no business had occurred at that time.  The general and
administrative expenses and interest expenses were $672,105 and $46,035,
respectively in the nine months ended September 30, 2004, compared with no such
expenses in the previous year. This is because the Company did not start its
primary operations until the last quarter of 2003.

Net Loss

For the nine months ended September 30, 2004, we had a net loss of $475,502 or
$.08 per shares.

Liquidity and Capital Resources

The Company's cash and cash equivalents position as of September 30, 2004 was
$619,844, as compared to $176,603 as of December 31, 2003. The increase in our
cash and cash equivalents position for the nine-month period ended September 30,
2004 was attributable to $897,436 (net) in cash raised from financing
activities, offset by $374,809 in cash used in operating activities, $74,935
used in investing activities and a loss of $4,453 due to effects from foreign
exchange rates on cash.

On January 8, 2004, South Sea Petroleum Holdings Ltd. (formerly Sen Hong
Resources Holdings Ltd.), an affiliate of the Company, issued an unsecured loan
of $5,152,581 to the Company to assist the Company in manufacturing and
marketing its product. The loan bears interest rate 5% per annum, payable semi-
annually. The loan is payable on demand by SSP.  In the nine months ended 30
September 2004, the Company had received $1,410,256 from SSP on this loan
facility, and $897,436 remains outstanding at September 30, 2004 and was the
main source of net cash provided by the Company's financing activities for the
nine months ended September 30, 2004.

During the nine-month period ended September 30, 2004, the Company used net
cash of $74,935 in its investing activities, including $2,370 for purchase
of trademark and $72,565 for purchase of property and equipment.

There are no off-balance sheet arrangements.

As to date, the Company had only generated limited revenues from its
operations. Therefore, the Company may have to raise cash from sources other
than operations to implement its business plan and continue its operations.
Such financing may be either debt or equity financing. To the extent that the
Company incurs indebtedness or issues debt securities, the Company will be
subject to risks associated with incurring substantial indebtedness, including
the risks that interest rates may fluctuate and cash flow may be insufficient
to pay principal and interest on any such indebtedness. There can be no
assurance that additional financing will be available to the Company on
commercially reasonable terms or at all. If the Company is unable to obtain
additional financing, the Company may be unable to continue, develop or expand
its operations. Equity financing could result in additional equity dilution
to existing shareholders


Item 3.   CONTROLS AND PROCEDURES

The effectiveness of the design and operation of the Company's disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the
Securities Exchange Act of 1934, as amended) was evaluated under the supervision
and with the participation of the Company's management, including the Chief
Executive Officer and Chief Financial Officer, as of the end of the period
covered by this quarterly report. Based on that evaluation, the Company's Chief
Executive Officer and Chief Financial Officer have concluded that the Company's
disclosure controls and procedures are effective in providing reasonable
assurance that the information required to be disclosed in this quarterly report
is recorded, processed, summarized and reported within the time period required
for the filing of this quarterly report.

There was no change in the Company's internal control over financial reporting
(as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of
1934, as amended) identified in connection with the evaluation of the Company's
internal control performed during its last fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting.


                             PART II.  OTHER INFORMATION


Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

Exhibit No.                 Description
----------  ---------------------------------------------------------------
  31.1      Certification of the Company's Chief Executive Officer pursuant
             to Section 302 of the Sarbanes-Oxley Act of 2002

  31.2      Certification of the Company's Chief Financial Officer pursuant
            to Section 302 of the Sarbanes-Oxley Act of 2002

  32.1      Certification of the Company's Chief Executive Officer pursuant to
            18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002

  32.2      Certification of the Company's Chief Executive Officer pursuant
            to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
            the Sarbanes-Oxley Act of 2002


(b) Reports on Form 8-K

On July 21, 2004, the Company filed a Current Report on Form 8-K under
Item 5 to report that the Company and its subsidiary Best Partners
Worldwide Ltd. entered into a marketing and license agreement witk
Augite Inc.

On November 22, 2004, the Company filed a Form 8-K under Item 4.01 to
report that the Company dismissed Livingston, Wachtell & Co., CPA's
and engaged KND & CO, CPA Ltd. as its independent public
accountants.


                                    SIGNATURES


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

Weston Technologies Corp.


By: /s/ Yin Sen Wong
-----------------------------------
Yin Sen Wong, Chief Executive Officer

Date:   November 25, 2004



By: /s/ Isaacs K. Li
-----------------------------------
Isaacs K. Li, Chief Financial Officer
(principal accounting officer)

Date:  November 25, 2004