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

FORM 10-KSB

x ANNUAL REPORT
  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the fiscal year ended September 30, 2003

 ̈ TRANSITION
  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the transition period from _____________ to _____________

Commission file number: 000-28235

NORTHPORT INVESTMENTS INC.
  (Name of small business issuer in its charter)

|NEVADA
      (State or other jurisdiction of 
      incorporation or organization) | 98-0204677
      (I.R.S. Employer 
      Identification No.)
|---------------------------------------------------------------------------------- | ------------------------------------------------------------

Suite #400, 601 West Broadway Avenue, Vancouver, B.C.,
  Canada V5Z 4C2
  (Address of principal executive offices) (Zip Code)

(604) 675-6930
  (Issuer's telephone number)

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

Title of each class
  Name of each exchange on which registered

None
  N/A

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

COMMON
  (Title of class)

Check whether the issuer (1) filed all reports required to
  be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
  (or for such shorter period that the 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.  x

State issuer's revenues for its most recent fiscal year. -0-

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.) N/A

Note: If determining whether a person is an affiliate will
  involve an unreasonable effort and expense, the issuer may calculate the aggregate
  market value of the common equity held by non-affiliates on the basis of reasonable
  assumptions, if the assumptions are stated.

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST
  FIVE YEARS)

Check whether the issuer has filed all documents and reports
  required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
  distribution of securities under a plan confirmed by a court.    ̈
  Yes  ̈ No    N/A

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's
  classes of common equity, as of the latest practicable date: 500,000

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference,
  briefly describe them and identify the part of the Form 10-KSB (e.g., Part I,
  Part II, etc.) into which the document is incorporated: (1) any annual report
  to security holders; (2) any proxy or information statement; and (3) any prospectus
  filed pursuant toRule 424(b) or (c) of the Securities Act

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of 1933 ("Securities Act"). The listed documents should be
  clearly described for identification purposes (e.g., annual report to security
  holders for fiscal year ended December 24, 1990).

Transitional Small Business Disclosure Format (Check one):   
   ̈ Yes    x
  No

Northport Investments Inc.
  Form 10-KSB

Index

|Part I     |                                                                                                                       | Page
|---------- | --------------------------------------------------------------------------------------------------------------------- | ----
|           |                                                                                                                       |     
|Item 1.    | Description of Business                                                                                               | 1   
|Item 2.    | Description of Properties                                                                                             | 3   
|Item 3.    | Legal Proceedings                                                                                                     | 4   
|Item 4.    | Submission of Matters to a Vote of Security Holders                                                                   | 4   
|           |                                                                                                                       |     
|Part II    |                                                                                                                       |     
|           |                                                                                                                       |     
|Item 5.    | Market for Registrants Common Equity and Related Stockholder Matters                                                 | 4   
|Item 6.    | Plan of Operations                                                                                                    | 5   
|Item 7.    | Financial Statements                                                                                                  | 10  
|Item 8.    | Changes In and Disagreements with Accountants on Accounting and Financing
      Disclosure                            | 11  
|           |                                                                                                                       |     
|Part III   |                                                                                                                       |     
|           |                                                                                                                       |     
|Item 9.    | Directors, Executive Officers, Promoters and Control Persons; Compliance
      With Section 16(a) of the Exchange Act | 11  
|Item 10.   | Executive Compensation                                                                                                | 13  
|Item 11.   | Security Ownership of Certain Beneficial Owners and Management                                                        | 14  
|Item 12.   | Certain Relationships and Related Transactions                                                                        | 16  
|Item 13.   | Exhibits and Reports on Form 8K                                                                                       | 16  
|           |                                                                                                                       |     
|Signatures |                                                                                                                       | 18  

PART I

Item 1. Description of Business.

The Company was originally formed as Quiksilver International
  Holdings, Inc. (referred to as "us," "we" or "our") on April 22, 1997 under
  the laws of the State of Nevada to engage in any lawful corporate purpose. Other
  than issuing shares to its shareholders, we never commenced any other operational
  activities. We can be defined as a "blank check" company, whose sole purpose
  at this time is to locate and consummate a merger or acquisition with a private
  entity. The Board of Directors has elected to commence

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implementation of our principal business purpose, described
  below under "Plan of Operation."

The proposed business activities classifies us as a "blank
  check" company. The Securities and Exchange Commission defines these companies
  as "any development stage company that is issuing a penny stock (within the
  meaning of section 3 (a)(51) of the Securities Exchange Act of 1934) and that
  has no specific business plan or purpose, or has indicated that its business
  plan is to merge with an unidentified company or companies." Many states have
  enacted statutes, rules and regulations limiting the sale of securities of "blank
  check" companies in their respective jurisdictions. Management does not intend
  to undertake any efforts to cause a market to develop in our securities, either
  debt or equity, until we have successfully implemented our business plan. We
  intend to comply with the periodic reporting requirements of the Securities
  Exchange Act of 1934 for so long as it is subject to those requirements.

Lock-up Agreement

Each of our shareholders has executed and delivered a "lock-up"
  letter agreement, affirming that they shall not sell their respective shares
  of common stock until we have successfully consummated a merger or acquisition
  and we are no longer classified as a "blank check" company. In order to provide
  further assurances that no trading will occur in our securities until a merger
  or acquisition has been consummated, each shareholder has agreed to place their
  respective stock certificate with our legal counsel, who will not release these
  respective certificates until they have confirmed that a merger or acquisition
  was successfully consummated. However, while management believes that the procedures
  established to preclude any sale of our securities prior to closing of a merger
  or acquisition will be sufficient, we cannot assure you that the procedures
  established will unequivocally limit any shareholder's ability to sell their
  respective securities before a closing.

Investment Company Act of 1940

Although we will be subject to regulation under the Securities
  Act of 1933, and the Securities Exchange Act of 1934, management believes we
  will not be subject to regulation under the Investment Company Act of 1940,
  since we will not be engaged in the business of investing or trading in securities.
  In the event we engage in business combinations that result in our holding passive
  investment interests in a number of entities, we could be subject to regulation
  under the `40 Act. If that occurs, we would be required to register as an investment
  company and could be expected to incur significant registration and compliance
  costs. We have obtained no formal determination from the Securities and Exchange
  Commission as to our status under the `40 Act and, consequently, a violation
  of the Act could subject us to material adverse consequences.

Investment Advisors Act of 1940

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Under Section 202(a)(11) of the Investment Advisors Act of
  1940, as amended, an "investment adviser" means any person who, for compensation,
  engages in the business of advising others, either directly or through publications
  or writings, as to the value of securities or as to the advisability of investing
  in, purchasing, or selling securities, or who, for compensation and as part
  of a regular business, issues or promulgates analyses or reports concerning
  securities. We seek to locate a suitable merger of acquisition candidate, and
  we do not intend to engage in the business of advising others in investment
  matters for a fee or other type of consideration.

Dissenter's Rights

In accordance with Nevada Revised Statutes ("NRS") ss. 78.3793,
  on the 10th day following the acquisition of a controlling interest by an acquiring
  person, if the control shares are accorded full voting rights pursuant to NRS
  ss.ss. 78.378 to 78.3793, inclusive, and the acquiring person has acquired a
  majority interest of the voting shares, any stockholder of record, other than
  the acquiring person, who has not voted in favor of authorizing voting rights
  for the control shares is entitled to demand payment for the fair value of his
  shares by making a written demand.

Forward Looking Statements

Because we desire to take advantage of the "safe harbor" provisions
  of the Private Securities Litigation Reform Act of 1995 (the "PSLRA"), we caution
  readers regarding forward looking statements found in the following discussion
  and elsewhere in this registration statement and in any other statement made
  by, or on our behalf, whether or not in future filings with the Securities and
  Exchange Commission. Forward looking statements are statements not based on
  historical information and that relate to future operations, strategies, financial
  results or other developments. Forward looking statements are necessarily based
  upon estimates and assumptions that are inherently subject to significant business,
  economic and competitive uncertainties and contingencies, many of which are
  beyond our control and many of which, with respect to future business decisions,
  are subject to change. These uncertainties and contingencies can affect actual
  results and could cause actual results to differ materially from those expressed
  in any forward looking statements made by or on our behalf. We disclaim any
  obligation to update forward looking statements. Readers should also understand
  that under Section 27A(b)(2)(D) of the `33 Act, and Section 21E(b)(2)(D) of
  the `34 Act, the "safe harbor" provisions of the PSLRA do not apply to statements
  made in connection with our offering.

Item 2. Description of Property.

We have no properties and at this time have no agreements
  to acquire any properties.

As at September 30, 2003, we operated from an office location
  at #400,601 West Broadway Street, British Columbia leased on a month to month
  basis at a rate of $XXX per month.

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Item 3. Legal Proceedings.

The Company is not involved in my legal proceedings at this
  time.

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

No matter was submitted to a vote of security holders during
  the fourth quarter of the fiscal year covered by this report.

PART II

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

There is no trading market for our common stock at present
  and there has been no trading market to date. Management has not undertaken
  any discussions with any prospective market maker concerning the participation
  in the aftermarket for the Company's securities and management does not intend
  to initiate any discussions until we have consummated a merger or acquisition.
  We cannot guarantee that a trading market will ever develop or if a market does
  develop, that it will continue.

Market Price

Our common stock is not quoted at the present time. The Securities
  and Exchange Commission has adopted a Rule that established the definition of
  a "penny stock," for purposes relevant to us, as any equity security that has
  a market price of less than $5.00 per share or with an exercise price of less
  than $5.00 per share, subject to certain exceptions. For any transaction involving
  a penny stock, unless exempt, the rules require: (i) that a broker or dealer
  approve a person's account for transactions in penny stocks; and (ii) the broker
  or dealer receive from the investor a written agreement to the transaction,
  setting forth the identity and quantity of the penny stock to be purchased.
  In order to approve a person's account for transactions in penny stocks, the
  broker or dealer must (i) obtain financial information and investment experience
  and objectives of the person; and (ii) make a reasonable determination that
  the transactions in penny stocks are suitable for that person and that person
  has sufficient knowledge and experience in financial matters to be capable of
  evaluating the risks of transactions in penny stocks. The broker or dealer must
  also deliver, prior to any transaction in a penny stock, a disclosure schedule
  prepared by the Commission relating to the penny stock market, which, in highlight
  form, (i) sets forth the basis on which the broker or dealer made the suitability
  determination; and (ii) that the broker or dealer received a signed, written
  agreement from the investor prior to the transaction. Disclosure also has to
  be made about the risks of investing in penny stock in both public offering
  and in secondary trading, and about commissions payable to both the broker-dealer
  and the registered representative, current quotations for the securities and
  the rights and remedies available to an investor in cases of fraud in penny
  stock transactions. Finally, monthly statements have to be sent

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disclosing recent price information for the penny stock held
  in the account and information on the limited market in penny stocks.

Management intends to strongly consider undertaking a transaction
  with any merger or acquisition candidate that will allow our securities to be
  traded without the aforesaid limitations. However, we cannot predict whether,
  upon a successful merger or acquisition, we will qualify our securities for
  listing on Nasdaq or some other national exchange, or be able to maintain the
  maintenance criteria necessary to insure continued listing. Failure to qualify
  our securities or to meet the relevant maintenance criteria after qualification
  in the future may result in the discontinuance of the inclusion of our securities
  on a national exchange. However, trading, if any, in our securities may then
  continue in the non-Nasdaq over-the-counter market. As a result, a shareholder
  may find it more difficult to dispose of, or to obtain accurate quotations as
  to the market value of, our securities.

Item 6. Plan of Operation.

We intend to seek to acquire assets or shares of an entity
  actively engaged in a business that generates revenues, in exchange for its
  securities. We have not identified a particular acquisition target and have
  not entered into any negotiations regarding an acquisition. As soon as this
  registration statement becomes effective under Section 12 of the `34 Act, we
  intend to contact investment bankers, corporate financial analysts, attorneys
  and other investment industry professionals through various media. None of our
  officers, directors, promoters or affiliates have engaged in any preliminary
  contact or discussions with any representative of any other company regarding
  the possibility of an acquisition or merger with us as of the date of this registration
  statement.

Depending upon the nature of the relevant business opportunity
  and the applicable state statutes governing how the transaction is structured,
  the Company's Board of Directors expects that it will provide our shareholders
  with complete disclosure documentation concerning a potential business opportunity
  and the structure of the proposed business combination prior to consummation.
  Disclosure is expected to be in the form of a proxy or information statement,
  in addition to the post-effective amendment.

While any disclosure must include audited financial statements
  of the target entity, we cannot assure you that such audited financial statements
  will be available. As part of the negotiation process, the Board of Directors
  does intend to obtain certain assurances of value, including statements of assets
  and liabilities, material contracts, accounts receivable statements, or other
  indicia of the target entity's condition prior to consummating a transaction,
  with further assurances that an audited statement would be provided prior to
  execution of a merger or acquisition agreement. Closing documents will include
  representations that the value of the assets transferred will not materially
  differ from the representations included in the closing documents, or the transaction
  will be voidable.

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Due to our intent to remain a shell corporation until a merger
  or acquisition candidate is identified, it is anticipated that its cash requirements
  shall be minimal, and that all necessary capital, to the extent required, will
  be provided by the directors or officers. We do not anticipate that we will
  have to raise capital in the next twelve months. We also do not expect to acquire
  any plant or significant equipment.

We have not, and do not intend to enter into, any arrangement,
  agreement or understanding with non-management shareholders allowing non-management
  shareholders to directly or indirectly participate in or influence our management
  of the Company. Management currently holds none of the issued stock but has
  the support of the two major shareholders. As a result, management is in a position
  to elect a majority of the directors and to control our affairs.

We have no full time employees. Our President and Secretary
  have agreed to allocate a portion of their time to our activities, without compensation.
  These officers anticipate that our business plan can be implemented by their
  devoting approximately five (5) hours each per month to our business affairs
  and, consequently, conflicts of interest may arise with respect to their limited
  time commitment. We do not expect any significant changes in the number of employees.
  See "Management."

Our officers and directors may become involved with other
  companies who have a business purpose similar to ours. As a result, potential
  conflicts of interest may arise in the future. If a conflict does arise and
  an officer or director is presented with business opportunities under circumstances
  where there may be a doubt as to whether the opportunity should belong to the
  Company or another "blank check" company they are affiliated with, they will
  disclose the opportunity to all the companies.

If a situation arises where more than one company desires
  to merge with or acquire that target company and the principals of the proposed
  target company have no preference as to which company will merge with or acquire
  the target company, the company that first filed a registration statement with
  the Securities and Exchange Commission will be entitled to proceed with the
  proposed transaction. See "Risk Factors - Affiliation With Other `Blank Check'
  Companies."

General Business Plan

Our purpose is to seek, investigate and, if investigation
  warrants, acquire an interest in business opportunities presented to it by persons
  or firms that desire to seek the perceived advantages of an Exchange Act registered
  corporation. We will not restrict our search to any specific business, industry,
  or geographical location and we may participate in a business venture of virtually
  any kind or nature. This discussion of the proposed business is purposefully
  general and is not meant to restrict our discretion to search for and enter
  into potential business opportunities. Management anticipates that it may be
  able to participate in only one potential business venture because we have nominal
  assets and limited financial resources. See the financial statements included
  with this filing. This lack of diversification should be considered a substantial
  risk to our shareholders because

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it will not permit us to offset potential losses from one
  venture against gains from another.

We may seek a business opportunity with entities that have
  recently commenced operations, or that wish to utilize the public marketplace
  in order to raise additional capital in order to expand into new products or
  markets, to develop a new product or service, or for other corporate purposes.
  We may acquire assets and establish wholly owned subsidiaries in various businesses
  or acquire existing businesses as subsidiaries.

We anticipate that the selection of a business opportunity
  will be complex and extremely risky. Due to general economic conditions, rapid
  technological advances being made in some industries and shortages of available
  capital, management believes that there are numerous firms seeking the perceived
  benefits of a publicly registered corporation. The perceived benefits may include
  facilitating or improving the terms for additional equity financing that may
  be sought, providing liquidity for incentive stock options or similar benefits
  to key employees, providing liquidity (subject to restrictions of applicable
  statutes) for all shareholders and other factors. Potentially, available business
  opportunities may occur in many different industries and at various stages of
  development, all of which will make the task of comparative investigation and
  analysis of these business opportunities extremely difficult and complex.

We have, and will continue to have, no capital to provide
  the owners of business opportunities with any significant cash or other assets.
  However, management believes we will be able to offer owners of acquisition
  candidates the opportunity to acquire a controlling ownership interest in a
  publicly registered company without incurring the cost and time required to
  conduct an initial public offering. The owners of the business opportunities
  will, however, incur significant legal and accounting costs in connection with
  acquisition of a business opportunity, including the costs of preparing Form
  8-K's, 10-KSB's or 10-QSB's, agreements and related reports and documents. The
  `34 Act specifically requires that any merger or acquisition candidate comply
  with all applicable reporting requirements, which include providing audited
  financial statements to be included within the numerous filings relevant to
  complying with the `34 Act. Nevertheless, the officers and directors of the
  Company have not conducted market research and are not aware of statistical
  data that would support the perceived benefits of a merger or acquisition transaction
  for the owners of a business opportunity.

The analysis of new business opportunities will be undertaken
  by our officers and directors, none of whom is a professional business analyst.
  Management intends to concentrate on identifying preliminary prospective business
  opportunities that may be brought to our attention through present associations
  of our officers and directors, or by our shareholders. In analyzing prospective
  business opportunities, management will consider:

- the available technical, financial and managerial resources;
- working capital and other financial requirements;

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- history of operations, if any;
- prospects for the future;
- nature of present and expected competition;
- the quality and experience of management services that may be available
    and the depth of that management;
- the potential for further research, development, or exploration;
- specific risk factors not now foreseeable but could be anticipated to impact
    our proposed activities;
- the potential for growth or expansion;
- the potential for profit;
- the perceived public recognition of acceptance of products, services, or
    trades;
- name identification; and
- other relevant factors.

Our officers and directors expect to meet personally with
  management and key personnel of the business opportunity as part of their "due
  diligence" investigation. To the extent possible, the Company intends to utilize
  written reports and personal investigations to evaluate the above factors. We
  will not acquire or merge with any company that cannot provide audited financial
  statements within a reasonable period of time after closing of the proposed
  transaction.

Our management, while probably not especially experienced
  in matters relating to the prospective new business of the Company, shall rely
  upon their own efforts and, to a much lesser extent, the efforts of our shareholders,
  in accomplishing our business purposes. We do not anticipate that any outside
  consultants or advisors, except for our legal counsel and accountants, will
  be utilized by us to accomplish our business purposes. However, if we do retain
  an outside consultant or advisor, any cash fee will be paid by the prospective
  merger/acquisition candidate, as we have no cash assets. We have no contracts
  or agreements with any outside consultants and none are contemplated.

We will not restrict our search for any specific kind of firms,
  and may acquire a venture that is in its preliminary or development stage or
  is already operating. We cannot predict at this time the status of any business
  in which we may become engaged, because the business may need to seek additional
  capital, may desire to have its shares publicly traded, or may seek other perceived
  advantages that we may offer. Furthermore, we do

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not intend to seek capital to finance the operation of any
  acquired business opportunity until we have successfully consummated a merger
  or acquisition.

We anticipate that we will incur nominal expenses in the implementation
  of its business plan. Because we has no capital to pay these anticipated expenses,
  present management will pay these charges with their personal funds, as interest
  free loans, for a minimum of twelve months from the date of this registration
  statement. If additional funding is necessary, management and or shareholders
  will continue to provide capital or arrange for additional outside funding.
  However, the only opportunity that management has to have these loans repaid
  will be from a prospective merger or acquisition candidate. Management has no
  agreements with us that would impede or prevent consummation of a proposed transaction.
  We cannot assure, however, that management will continue to provide capital
  indefinitely if a merger candidate cannot be found. If a merger candidate cannot
  be found in a reasonable period of time, management may be required reconsider
  its business strategy, which could result in our dissolution.

Acquisition of Opportunities

In implementing a structure for a particular business acquisition,
  we may become a party to a merger, consolidation, reorganization, joint venture,
  or licensing agreement with another corporation or entity. It may also acquire
  stock or assets of an existing business. On the consummation of a transaction,
  it is probable that our present management and shareholders will no longer be
  in control. In addition, our directors may, as part of the terms of the acquisition
  transaction, resign and be replaced by new directors without a vote of our shareholders.
  Furthermore, management may negotiate or consent to the purchase of all or a
  portion of our stock. Any terms of sale of the shares presently held by officers
  and/or directors will be also afforded to all other shareholders on similar
  terms and conditions. Any and all sales will only be made in compliance with
  the securities laws of the United States and any applicable state.

While the actual terms of a transaction that management may
  not be a party to cannot be predicted, it may be expected that the parties to
  the business transaction will find it desirable to avoid the creation of a taxable
  event and thereby structure the acquisition in a so-called "tax-free" reorganization
  under Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In
  order to obtain tax-free treatment under the Code, it may be necessary for the
  owners of the acquired business to own 80% or more of the voting stock of the
  surviving entity. In that event, the shareholders of the Company would retain
  20% or less of the issued and outstanding shares of the surviving entity, which
  would result in significant dilution in the equity of the shareholders.

As part of the "due diligence" investigation, our officers
  and directors will meet personally with management and key personnel, may visit
  and inspect material facilities, obtain independent analysis of verification
  of certain information provided, check references of management and key personnel,
  and take other reasonable investigative measures to the extent of our limited
  financial resources and management expertise. How we will participate in an
  opportunity will depend on the nature of the opportunity, the

9

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respective needs and desires of the parties, the management
  of the target company and our relative negotiation strength.

With respect to any merger or acquisition, negotiations with
  target company management are expected to focus on the percentage of our Company
  that the target company shareholders would acquire in exchange for all of their
  shareholdings in the target company. Depending upon, among other things, the
  target company's assets and liabilities, our shareholders will probably hold
  a substantially lesser percentage ownership interest following any merger or
  acquisition. The percentage ownership may be subject to significant reduction
  in the event we acquire a company with substantial assets. Any merger or acquisition
  effected by us can be expected to have a significant dilutive effect on the
  percentage of shares held by our then shareholders.

We will participate in a business opportunity only after the
  negotiation and execution of appropriate written agreements. Although we cannot
  predict the terms of the agreements, generally the agreements will require some
  specific representations and warranties by all of the parties, will specify
  certain events of default, will detail the terms of closing and the conditions
  that must be satisfied by each of the parties prior to and after the closing,
  will outline the manner of bearing costs, including costs associated with our
  attorneys and accountants, will set forth remedies on default and will include
  miscellaneous other terms.

As stated previously, we will not acquire or merge with any
  entity that cannot provide independent audited financial statements concurrent
  with the closing of the proposed transaction. We are subject to the reporting
  requirements of the `34 Act. Included in these requirements is our affirmative
  duty to file independent audited financial statements as part of its Form 8-K
  to be filed with the Securities and Exchange Commission upon consummation of
  a merger or acquisition, as well as our audited financial statements included
  in our annual report on Form 10-KSB and quarterly reports on Form 10-QSB. If
  the audited financial statements are not available at closing, or if the audited
  financial statements provided do not conform to the representations made by
  the candidate to be acquired in the closing documents, the closing documents
  will provide that the proposed transaction will be voidable at the discretion
  of our present management. If the transaction is voided, the agreement will
  also contain a provision providing for the acquisition entity to reimburse us
  for all costs associated with the proposed transaction.

Competition

We will remain an insignificant participant among the firms
  that engage in the acquisition of business opportunities. There are many established
  venture capital and financial concerns that have significantly greater financial
  and personnel resources and technical expertise than we do. In view of our combined
  extremely limited financial resources and limited management availability, we
  will continue to be at a significant competitive disadvantage compared to our
  competitors.

Acquisition Agreement

On May 16, 2002, the Company entered into a Share Exchange
  Agreement (Agreement) with the shareholders of ATC Systems Inc.
  (ATC), a private Canadian company, to acquire 100% of the issued
  shares of ATC. On July 1, 2002, the Company announced that the transaction had
  not closed because certain approvals were not yet in place regarding ATCs
  business operations in China. A Modification Agreement was signed by all parties
  extending the date of the closing of the Agreement up to six months from June
  15, 2002.

As of December 15, 2002, the required approvals had not been
  received and accordingly the Agreement is considered cancelled.

Item 7. Financial Statements.

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NORTHPORT INVESTMENTS, INC.Index to Financial Statements

|                                                                                               | Page
|---------------------------------------------------------------------------------------------- | ----
|                                                                                               |     
|Independent Auditors' Report                                                                   | F-2 
|                                                                                               |     
|Balance Sheet at September 30, 2003                                                            | F-3 
|                                                                                               |     
|Statements of Operations for the years ended September
      30, 2003 and 2002                 | F-4 
|                                                                                               |     
|Statement of Changes in Shareholders' Deficit for the
      two years ended September 30, 2003 | F-5 
|                                                                                               |     
|Statements of Cash Flows for the years ended September
      30, 2003 and 2002                 | F-6 
|                                                                                               |     
|Notes to Financial Statements                                                                  | F-7 

F-1

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Independent Auditors Report

To the Board of Directors and Shareholders 
  Northport Investments, Inc.:

We have audited the balance sheet of Northport Investments,
  Inc. as of September 30, 2003 and the related statements of operations, changes
  in shareholders deficit and cash flows for the years ended September 30,
  2003 and 2002. 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 the audits to obtain reasonable assurance about 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 Northport
  Investments, Inc. as of September 30, 2003, and the related statements of operations
  and cash flows for the years ended September 30, 2003 and 2002 in conformity
  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 incurred recurring losses since inception
  and has a working capital deficiency as of September 30, 2003. These factors
  raise substantial doubt about the Companys ability to continue as a going
  concern. Managements plans regarding those matters are also described
  in Note 1. The financial statements do not include any adjustments that might
  result from the outcome of this uncertainty.

Cordovano and Honeck, P.C 
  Denver, Colorado 
  December 12, 2003

F-2

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NORTHPORT INVESTMENTS, INC.Balance Sheet

September 30, 2003

|ASSETS                                                         |   |        
|-------------------------------------------------------------- | - | -------
|                                                               |   |        
|Current assets:                                                |   |        
|Cash                                                           | $ | 2,854  
|                                                               |   |        
|TOTAL ASSETS                                                   | $ | 2,854  
|                                                               |   |        
|LIABILITIES AND SHAREHOLDER'S DEFICIT                          |   |        
|                                                               |   |        
|Current liabilities:                                           |   |        
|Accounts payable and accrued liabilities                       | $ | 1,765  
|Indebtedness to related party (Note 2)                         |   | 59,000 
|Total current liabilities                                      |   | 60,765 
|                                                               |   |        
|Shareholder's deficit:                                         |   |        
|Common stock, $.0001 par value; 100,000,000 shares authorized, |   |        
|500,000 shares issued and outstanding                          |   | 50     
|Additional paid-in capital                                     |   | 19,474 
|Retained deficit                                               |   | (76,987
|Cumulative translation adjustment                              |   | (448   
|Total shareholder's deficit                                    |   | (57,911
|                                                               |   |        
|TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                    | $ | 2,854  

See accompanying notes to financial statements

F-3

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NORTHPORT INVESTMENTS, INC.Statements of Operations

|                                          | For the Years Ended |        
|----------------------------------------- | ------------------- | -------
|                                          | September 30,       |        
|                                          | 2003                |        
|Costs and expenses:                       |                     |        
|Professional fees                         | $                   | 5,781  
|Travel                                    |                     | 2,830  
|Rent                                      |                     | 1,788  
|Other general and administrative expenses |                     | 2,258  
|Loss from
      operations                |                     | (12,657
|                                          |                     |        
|Provision for income taxes (Note 3)       |                     | -      
|                                          |                     |        
|Net loss                                  | $                   | (12,657
|                                          |                     |        
|Basic and diluted loss per common share   | $                   | (0.03  
|                                          |                     |        
|Basic and diluted weighted average        |                     |        
|common shares outstanding                 |                     | 500,000

See accompanying notes to financial statements

F-4

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NORTHPORT INVESTMENTS, INC.
  Statement of Changes in Shareholders' Deficit

|                                        |              |  |         |    |            |   |               |  | Cumulative  |         |       |  
|--------------------------------------- | ------------ |  | ------- | -- | ---------- | - | ------------- |  | ----------- | ------- | ----- | -
|                                        |              |  |         |    |            |   |               |  | Translation |         |       |  
|                                        |              |  |         |    |            |   |               |  | Adjustment  |         |       |  
|                                        |              |  |         |    | Additional |   |               |  | Other       |         |       |  
|                                        | Common Stock |  | Paid-In |    | Retained   |   | Comprehensive |  |             |        
|                                        | Shares       |  | Amount  |    | Capital    |   | Deficit       |  | Loss        |         | Total |  
|                                        |              |  |         |    |            |   |               |  |             |         |       |  
|Balance at September 30, 2001           | 500,000      |  | $       | 50 |            | $ | 19,474        |  | $           | (21,024 | )     | $
|                                        |              |  |         |    |            |   |               |  |             |         |       |  
|Comprehensive loss:                     |              |  |         |    |            |   |               |  |             |         |       |  
|Net loss, year ended September 30, 2002 |             |  |         |   |            |   |              |  |             | (43,306 | )     |  
|Cumulative translation adjustment       |             |  |         |   |            |   |              |  |             |        |       |  
|Comprehensive loss                      |             |  |         |   |            |   |              |  |             |        |       |  
|                                        |              |  |         |    |            |   |               |  |             |         |       |  
|Balance at September 30, 2002           | 500,000      |  |         | 50 |            |   | 19,474        |  |             | (64,330 | )     |  
|                                        |              |  |         |    |            |   |               |  |             |         |       |  
|Comprehensive loss:                     |              |  |         |    |            |   |               |  |             |         |       |  
|Net loss, year ended September 30, 2003 |             |  |         |   |            |   |              |  |             | (12,657 | )     |  
|Cumulative translation adjustment       |             |  |         |   |            |   |              |  |             |        |       |  
|Comprehensive loss                      |             |  |         |   |            |   |              |  |             |        |       |  
|                                        |              |  |         |    |            |   |               |  |             |         |       |  
|Balance at September 30, 2003           | 500,000      |  | $       | 50 |            | $ | 19,474        |  | $           | (76,987 | )     | $

See accompanying notes to financial statements

F-5

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NORTHPORT INVESTMENTS, INC.Statements of Cash Flows

|                                                  | For the Years Ended |        
|------------------------------------------------- | ------------------- | -------
|                                                  | September 30,       |        
|                                                  | 2003                |        
|Cash flows from operating activities              |                     |        
|Net loss                                          | $                   | (12,657
|Adjustments to reconcile net loss to net cas      |                     |        
|used by operating activities                      |                     |        
|Changes
      in operating liabilities:           |                     |        
|Accounts
      payable and accrued liabilities    |                     | (685   
|Net
      cash (used in) operating activities     |                     | (13,342
|                                                  |                     |        
|Cash flows from financing activities:             |                     |        
|Proceeds from director advance                    |                     | 4,000  
|Net cash provided
      by financing activities   |                     | 4,000  
|                                                  |                     |        
|Net change in cash                                |                     | (9,342 
|Cash, beginning of period .                       |                     | 12,196 
|                                                  |                     |        
|Cash, end of period                               | $                   | 2,854  
|                                                  |                     |        
|Supplemental disclosure of cash flow information: |                     |        
|Cash paid during the period for:                  |                     |        
|Interest                                          | $                   | -      
|Income taxes .                                    | $                   | -      

See accompanying notes to financial statements

F-6

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NORTHPORT INVESTMENTS, INC.Notes To Financial Statements

Note 1: Organization and summary of significant accounting policies

Organization

Northport Investments, Inc. (the Company) was
  incorporated, under the laws of Nevada on April 22, 1997 to engage in any lawful
  corporate undertaking, including, but not limited to, selected mergers and acquisitions.
  The Companys business plan is to evaluate, structure and complete a merger
  with, or acquisition of, a privately owned corporation.

The accompanying financial statements have been prepared on
  a going concern basis, which contemplates the realization of assets and the
  satisfaction of liabilities in the normal course of business. As shown in the
  accompanying financial statements, the Company has incurred recurring losses
  and has a working capital deficiency as of September 30, 2003. These factors,
  among others, may indicate that the Company will be unable to continue as a
  going concern for reasonable period of time.

The financial statements do not include any adjustments relating
  to the recoverability and classification of liabilities that might be necessary
  should the Company be unable to continue as a going concern. The Companys
  continuation as a going concern is dependent upon continuing capital infusions
  from officers and shareholders to meet its obligations on a timely basis, consummating
  a business combination with an operating company, and ultimately attaining profitability.
  There is no assurance that officers and shareholders will continue to provide
  capital to the Company or that the Company can identify a target company, consummate
  a business combination and become profitable. The financial statements do not
  include any adjustments that might result from the outcome of this uncertainty.

Summary of significant accounting policies

Cash and cash equivalents

For the purposes of the statement of cash flows, the Company
  considers all highly liquid debt instruments purchased with an original maturity
  of three months or less to be cash equivalents. The Company had no cash equivalents
  at September 30, 2003.

Fair value of financial instruments

The Companys financial instruments consist of accounts
  payable and accrued liabilities. The carrying amounts of the current liabilities
  approximate fair value due to the short-term maturity of the instruments.

Use of estimates

The preparation of the financial statements in conformity
  with generally accepted accounting principals requires management to make estimates
  and assumptions that affect certain reported amounts of assets and liabilities;
  disclosure of contingent assets and liabilities at the date of the financial
  statements; and the reported amounts of revenues and expenses during the reporting
  period. Accordingly, actual results could differ from those estimates.

F-7

---

NORTHPORT INVESTMENTS, INC.Notes To Financial Statements

Income Taxes

The Company reports income taxes in accordance with SFAS No.
  109, Accounting for Income Taxes, which requires the liability method
  in accounting for income taxes. Deferred tax assets and liabilities arise from
  the difference between the tax basis of an asset or liability and its reported
  amount on the financial statements. Deferred tax amounts are determined by using
  the tax rates expected to be in effect when the taxes will actually be paid
  or refunds received, as provided under currently enacted law. Valuation allowances
  are established when necessary to reduce the deferred tax assets to the amounts
  expected to be realized. Income tax expense or benefit is the tax payable or
  refundable, respectively, for the period plus or minus the change during the
  period in the deferred tax assets and liabilities.

Loss per common share

Basic loss per share is computed by dividing income available
  to common shareholders (the numerator) by the weighted-average number of common
  shares (the denominator) for the period. The computation of diluted loss per
  share is similar to basic loss per share, except that the denominator is increased
  to include the number of additional common shares that would have been outstanding
  if potentially dilutive common shares had been issued.

At September 30, 2003, there was no variance between basic
  and diluted loss per share as there were no potentially dilutive common shares
  outstanding.

Note 2: Related party transactions

During the year ended September 30, 2003, a director advanced
  the Company $4,000 for working capital. As of September 30, 2003, the Company
  owed its directors $59,000 for working capital advances. The advances do not
  carry an interest rate and are due on demand. The advances are included in the
  accompanying condensed financial statements as Indebtedness to Related
  Party.

Note 3: Income taxes

A reconciliation of U.S. statutory federal income tax rate
  to the effective rate is as follows:

|                                          | For the Years Ended | 
|----------------------------------------- | ------------------- | 
|                                          | September 30,       | 
|                                          | 2003                | 
|U.S. statutory federal rate               | 15.00%              | 
|Net operating loss (NOL) for which no tax |                     | 
|benefit is currently available            | -15.00%             | 
|                                          | 0.00%               | 

At September 30, 2003, deferred taxes consisted of a net tax
  asset of $13,782, due to operating loss carryforwards of $76,987, which was
  fully allowed for, in the valuation allowance of $13,782. The valuation allowance
  offsets the net deferred tax asset for which there is no assurance of recovery.
  The changes in the valuation allowance for the years ended September 30, 2003
  and 2002 were $1,899 and $8,200, respectively. Net operating loss carryforwards
  will expire through 2023.

F-8

---

NORTHPORT INVESTMENTS, INC.Notes To Financial Statements

The valuation allowance will be evaluated at the end of each
  year, considering positive and negative evidence about whether the asset will
  be realized. At that time, the allowance will either be increased or reduced;
  reduction could result in the complete elimination of the allowance if positive
  evidence indicates that the value of the deferred tax asset is no longer impaired
  and the allowance is no longer required.

Should the Company undergo an ownership change, as defined
  in Section 382 of the Internal Revenue Code, the Companys tax net operating
  loss carryforwards generated prior to the ownership change will be subject to
  an annual limitation which could reduce or defer the utilization of those losses.

Note 4: Share Exchange Agreement

On May 6, 2002, the Company entered into a Share Exchange
  Agreement (the Agreement) with ATC Systems, Inc. (ATC)
  and the shareholders of ATC. Pursuant to the Agreement, the Company would acquire
  all of the outstanding shares of ATC in exchange for 16,140,000 shares of the
  Companys common stock, representing approximately 97 percent of the outstanding
  shares of the Company. Closing the Agreement would result in a change in control
  of the Company.

On June 15, 2002, the parties modified the Agreement, which
  extended the date of closing the Agreement to December 15, 2002.

During December 2002, the parties agreed to terminate the
  Agreement.

F-9

---

Item 8. Changes In and Disagreements With Accountants on Accounting
  and Financial Disclosure

-none-

PART III

Item 9. Directors, Executive Officers, promoters and Control
  persons; Compliance with Section 16(a) of the Exchange Act.

Set forth below are the present directors and executive officers
  of the Company. Note that there are no other persons who have been nominated
  or chosen to become directors nor are there any other persons who have been
  chosen to become executive officers. There are no arrangements or understandings
  between any of the directors, officers and other persons pursuant to which such
  person was selected as a director or an officer. Directors are elected to serve
  until the next annual meeting of stockholders and until their successors have
  been elected and have qualified. Officers serve at the discretion of the Board
  of Directors.

|Name           | Age | Position                         
|-------------- | --- | ---------------------------------
|Yan Zhou       | 48  | Chairperson, President           
|Zhong Bo Jia   | 48  | Vice President, Director         
|Richard Wang   | 52  | Director, Secretary              
|Gao Yao        | 52  | Director                         
|Guo Wei        | 52  | Director                         
|Stephen Dadson | 59  | Director, Chief Executive Officer

11

---

The above listed officers and directors will serve until the
  next annual meeting of the shareholders or until their death, resignation, retirement,
  removal, or disqualification, or until their successors have been duly elected
  and qualified. Vacancies in the existing Board of Directors are filled by majority
  vote of the remaining Directors. There are no family relationships between any
  executive officer and director other than Yan Zhou and Zhong Bo Jia who are
  married to each other and Gao Yao and Guo Wei who are brother in law and sister
  in law to each other.

On October 4, 2001, the previous board members, Devinder Randhawa,
  Chairman and President, and Bob Hemmering, Director, Secretary and Treasurer
  tendered their resignations, which were accepted. Neither director had a disagreement
  with the registrant on any matter relating to the registrants operations,
  policies or practices. Since that date, Yan Zhou, has served as Chairman and
  President; Zhong Bo Jia as Vice Director and Treasurer and Richard Wang as Secretary.
  All were elected by unanimous consent. Biographies of the directors are provided
  below:

Yan Zhou  Chairperson and President

Yan Zhou is currently Chairperson and President of a Dalian,
  China based software development company, Dalian Beigang Information Industry
  Development Co. Ltd., which she co-founded in 1997. Prior to 1997, she spent
  five years as general manager of Dalian Electronic and Telecommunication Co.
  Ltd. From 1969 to 1992, she was general manager of the Dalian Post and Telecommunication
  Bureau. Yan Zhou is a 1976 Bachelor of Science graduate of Chang Chun Post and
  Telecommunications College.

Zhong Bo Jia  Vice President and Director

From 1992 until co-founding Dalian Beigang Information Industry
  Development Co. Ltd., a Dalian China based software development company in 1997,
  Mr. Jia was President of Dalian Electronic and Telecommunication Co. Ltd. From
  1969 to 1973 and from 1977 to 1992, he was with the Dalian Post and Telecommunication
  Bureau as Vice General Manager. Mr. Jia is a 1977 Bachelor of Science graduate
  from Beijing Post and Telecommunication University.

Richard Wang  Director and Secretary

Richard Wang, a Canadian citizen residing in Vancouver, B.C.,
  Canada, has founded several North American businesses in areas of motion picture
  productions, over the counter medicine and health food products distribution,
  general merchandise export and import. He has been involved in all aspects of
  new product research and development in USA, Canada and Asia, including electronic
  medical devices, electronic security monitoring system, and water-resistant
  and child-resistant electronic lighters, which are approved by Consumer Product
  Safety Commission of United States. Mr. Wang has served as a director of Teda
  Technologies International Inc. since October 2001 and Super Energy Investments
  Corporation Inc. since December 2000.

12

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On May 16, 2002, the Company announced that the following
  additional persons had been appointed directors;

Gao Yao  Director

Gao Yao is a BA graduate from the Peoples University
  of China in Beijing. Prior to joining the Company, she was an assistant manager
  at Beijing JingTai Building Co. Ltd. and previously was with the Beijing Data
  Center of the Post and Telecommunications Research Institute.

Guo Wei  Director

A 1984 graduate of Beijing Normal College, Guo Wei spent 5
  years with Beijing Automobile Motor Co. as assistant to the president and 4
  years with the China Construction Bank investment group. From 1993 until 1996,
  he was owner and operator of a software development company, Beijing New Idea
  3D Computer Co. Ltd., before joining Dalian Beigang Information Development
  Co. Ltd. in 1997.

Stephen Dadson  Director, Chief Executive Officer

Stephen Dadson has been engaged in several Chinese enterprises
  since 1990. Mr. Dadson, however, has been consulting to foreign firms through
  his legal practice in Canada since 1982. Mr. Dadson received his B.Sc. degree
  from the University of Manitoba and Law degree from the University of British
  Columbia in 1972. Mr. Dadson practiced commercial and securities law for many
  years from Vancouver, B.C., Canada. In 1986, Mr. Dadson left full-time practice
  to become CEO of a resource based company sponsored by a large European insurance
  group.

In 1990, Mr. Dadson and a Chinese partner began a food and
  beverage manufacturing and distribution business in China, Hansen Corinco Group,
  which now has expanded to include real estate development, and hospitality investments.

Mr. Dadson's recent activities have been focused on new businesses
  in China. He has been active in the IT sector over the last several years and
  was, prior to joining the Company, CEO of a Chinese education service provider.
  He was appointed initial CEO and became a director of the Company in May 2002.

Item 10. Executive Compensation.

None of our officers and/or directors have received any compensation
  for their respective services rendered unto us. They all have agreed to act
  without compensation until authorized by the Board of Directors, which is not
  expected to occur until the we have generated revenues from operations after
  consummation of a merger or acquisition. As of the date of this registration
  statement, we have no funds available to pay directors.

13

---

Further, none of the directors are accruing any compensation
  pursuant to any agreement with us.

It is possible that, after we successfully consummate a merger
  or acquisition with an unaffiliated entity, that entity may desire to employ
  or retain one or a number of members of our management for the purposes of providing
  services to the surviving entity. However, we have adopted a policy whereby
  the offer of any post-transaction employment to members of management will not
  be a consideration in our decision to undertake any proposed transaction. Each
  member of management has agreed to disclose to the Board of Directors any discussions
  concerning possible employment by any entity that proposes to undertake a transaction
  with us and further, to abstain from voting on the transaction. Therefore, as
  a practical matter, if each member of the Board of Directors is offered employment
  in any form from any prospective merger or acquisition candidate, the proposed
  transaction will not be approved by the Board of Directors as a result of the
  inability of the Board to affirmatively approve the transaction. The transaction
  would then be presented to our shareholders for approval.

It is possible that persons associated with management may
  refer a prospective merger or acquisition candidate to us. In the event we consummate
  a transaction with any entity referred by associates of management, it is possible
  that the associate will be compensated for their referral in the form of a finder's
  fee. It is anticipated that this fee will be either in the form of restricted
  common stock issued by us as part of the terms of the proposed transaction,
  or will be in the form of cash consideration. However, if compensation is in
  the form of cash, payment will be tendered by the acquisition or merger candidate,
  because we have insufficient cash available. The amount of any finder's fee
  cannot be determined as of the date of this registration statement, but is expected
  to be comparable to consideration normally paid in like transactions, which
  range up to ten (10%) percent of the transaction price. No member of management
  will receive any finders fee, either directly or indirectly, as a result of
  their respective efforts to implement our business plan.

No retirement, pension, profit sharing, stock option or insurance
  programs or other similar programs have been adopted by the Company for the
  benefit of its employees.

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

The table below lists the beneficial ownership of our voting
  securities by each person known by us to be the beneficial owner of more than
  5% of our securities, as well as the securities beneficially owned by all our
  directors and officers. Unless specifically indicated, the shareholders listed
  possess sole voting and investment power with respect to the shares shown.

14

---

|               | Name and                   | Name and   |           
|-------------- | -------------------------- | ---------- | ----------
|               | Address of                 | Nature of  |           
|               | Beneficial                 | Beneficial | Percent of
|Title of Class | Owner                      | Owner      | Class     
|               |                            |            |           
|Common         | Bob Hemmerling             | 152,000    | 30.4%     
|               | Suite #104                 |            |           
|               | 1456 St. Paul Street       |            |           
|               | Kelowna, BC                |            |           
|               | Canada V1Y 2E6             |            |           
|               |                            |            |           
|Common         | Devinder Randhawa          | 152,000    | 30.4%     
|               | Suite #104                 |            |           
|               | 1456 St. Paul Street       |            |           
|               | Kelowna, BC                |            |           
|               | Canada V1Y 2E6             |            |           
|               |                            |            |           
|               | Yan Zhou                   | 0          | 0         
|               | 7thFloor, 21 Huabin Street |            |           
|               | Xigang District            |            |           
|               | Dalian, Liaoning Province  |            |           
|               | China                      |            |           
|               |                            |            |           
|               | Zhong Bo Jia               | 0          | 0         
|               | Room 504, 32 Kang          |            |           
|               | Zhuang Street              |            |           
|               | Bai Yun Xin Chun           |            |           
|               | Xigang District, Dalian    |            |           
|               | Liaoning Province          |            |           
|               | China                      |            |           
|               |                            |            |           
|               | Richard Wang               | 0          | 0         
|               | 2-7051 Ash Crescent        |            |           
|               | Vancouver, BC              |            |           
|               |                            |            |           
|               | Gao Yao                    | 0          | 0         
|               | Unit #10                   |            |           
|               | 8980 Fraserwood Court      |            |           
|               | Burnaby, BC                |            |           
|               |                            |            |           
|               | Guo Wei                    | 0          | 0         
|               | 2-7051 Ash Crescent        |            |           
|               | Vancouver, BC              |            |           
|               |                            |            |           
|               | Stephen Dadson             | 0          | 0         
|               | 3263 West 48thAvenue       |            |           
|               | Vancouver, BC              |            |           

15

---

|Common | All Officers, Directors | 304,000 | 60.8%
|------ | ----------------------- | ------- | -----
|       | and Control Persons as  |         |      
|       | a Group                 |         |      

The balance of our outstanding common stock is held by 8 persons, none of whom hold 5% or more of our outstanding common stock.

Item 12. Certain Relationships and Related Transactions.

There have been no related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-B.

Item 13. Exhibits and Reports on Form 8-K.

Exhibits

| | 3.1*   | Amendment to Articles of Incorporation                                                                                                                     
| | ------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------
| | 3.2*   | Bylaws                                                                                                                                                     
| | 4.1.1* | Form of Lock-up Agreement Executed by the Company's Shareholders                                                                                           
| | 31.1   | Certification of Principal Executive Officer pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002                                               
| | 31.2   | Certification of Principal Financial Officer pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002                                               
| | 32.1   | Certification of Principal 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 Principal Financial Officer pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*Filed as an Exhibit to the Company's Registration Statement on Form 10-SB,
  file no. 000-28235, dated November 22, 1999, and incorporated herein by this
  reference.

Reports on Form 8-K

- On May 16, 2002, a Form 8K was filed announcing that
      the Company had entered into a Share Exchange Agreement, dated as of May
      6, 2002 by and among, the Company, ATC Systems Inc., and the Shareholders
      of ATC. Pursuant to the Share Exchange Agreement, on May 7, 2002, the Company
      acquired from the Shareholders all of the shares of ATC in exchange for
      sixteen million, one hundred and forty thousand (16,140,000) shares of the
      Company's common stock, representing 97.00% of the issued and outstanding
      shares of the Company after giving effect to the Acquisition.

Pursuant to the terms of the Share Exchange Agreement, Gao
  Yao, Guo Wei, Xiang Dong Liu and Mr. Stephen Dadson became members of the board
  of directors of the Company. The directors then elected Mr. Stephen Dadson as
  the Chief Executive Officer.

ATC is a Canadian company incorporated in the Province of
  British Columbia. ATC owns a 90% equity position in a Chinese joint venture
  company called Dalian Northport Information Co. Ltd. ("FJV"). FJV owns a proprietary
  software system called Tenet, is a secure intranet system that enables Chinese
  taxpayers to pay their monthly federal taxes and file tax reports online. It
  is the first such system of its type in China. Tenet is

16

---

operating in Dalian, a major northern port city in China.
  Expansion of the Tenet system is planned through a third party licensing program.

On July 1, 2002, a Form 8K/A was filed announcing that on June 15, 2002,
      the parties entered into a modification agreement ("Modification") which
      extends the date of closing of the Agreement.


The Company had learned that final approval of the Ministry
  of Foreign Technology and Economic Cooperation(MOFTEC) to the business of ATC
  through its Chinese subsidiary, Dalian Northport Information Co. Ltd. (FJV),
  had not as yet been issued. Such approval is necessary for the FJV to officially
  commence business; accordingly the parties agreed to extend the closing date
  of the Agreement until the Approval was issued, provided it was issued on or
  before six months from the date of the Modification. As of December 15, 2002
  such Approval had not been received and accordingly the Agreement was considered
  cancelled.

Certain of the newly appointed directors of the Company, namely
  Gao Yao, Guo Wei, and Stephen Dadson remained as directors. Stephen Dadson continued
  as CEO.

17

---

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.

Northport Investments Inc.

By /s/ Yan Zhou
  Yan Zhou, President

Date: December 19, 2003

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.

By /s/ Yan Zhou
  Yan Zhou, President

Date: December 19, 2003

By /s/ Richard Wang
  Richard Wang, Secretary, Director

Date: December 19, 2003

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