FORM 10Q-SB/A

General Form for Registration of Securities

of Small Business Issuers



Under Section 12(b) or (g) of

the Securities Exchange Act of 1934



Wintech Digital Systems Technology Corporation

(Exact name of Registrant as specified in its charter)





|NEVADA                                         | 0-30553                   | 88-0325524                          
|---------------------------------------------- | ------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation) | (Commission  File Number) | (I.R.S. Employee Identification No.)





Room 1016, Hailong Building, Zhongguancun, Haidian District,

Beijing, China, 100080

(Address of principal executive offices)



Registrant's telephone number, including area code: (0118610) 82664708



[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934





For the quarterly period ended September 30, 2002



[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934



Indicate  the  number of shares  outstanding  of each of the  registrant's

classes of common stock, as of the latest practicable date.



Class                     Outstanding as of   September  30, 2002



$0.001 Par Value     13,413,700 Class A Common Stock Shares







TABLE OF CONTENTS



PART 1



ITEM  1.  FINANCIAL  STATEMENTS



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



ITEM  3.  EVENTS  SUBSEQUENT  TO  THE  THIRD  QUARTER







PART II



ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K



SIGNATURES



INDEX  TO  EXHIBITS









PART 1. FINANCIAL INFORMATION



Item 1. Financial Statements.



The accompanying unaudited financial statements,  set forth herein under Part II as an  Exhibit,  have  been  prepared  by  management  in  accordance  with  the instructions  to Form 10-Q and,  therefore,  do not include all  information and footnotes necessary for a complete  presentation of financial position,  results of operations,  cash flows and stockholders' equity in conformity with generally accepted accounting  principles.  In the opinion of management,  all adjustments considered  necessary for a fair  presentation  of the results of operations and financial  position have been included and all such  adjustments are of a normal recurring  nature.  Operating  results for the quarter ended September 30, 2002, are not necessarily  indicative of the results that can be expected for the year  ending June 30, 2003.







Wintech Digital Systems Technology Corporation

Index To Unaudited Consolidated Financial Statements



|                                                       | Pages
|------------------------------------------------------ | -----
|Consolidated  Balance  Sheet Stated in USD             | F-1  
|Consolidated  Statement  of  Operations Stated in USD  | F-2  
|Consolidated  Statement  of  Cash  Flows Stated in USD | F-3  



































Wintech Digital Systems Technology Corp.

Condensed Consolidated  Balance  Sheet Stated in USD September  30, 2002

(Unaudited) and June 30, 2002 (Audited)



|ASSETS                                | As of  Sep. 30,
2002 | As of June 30,
2002
|------------------------------------- | -------------------- | -------------------
|(Unaudited)                           | (Audited)           
|USD                                   | USD                 
|Current Assets:                       |                      |                    
|Cash & Cash Equivalents               | $472,858.87          | $403,902.00        
|Accounts receivable, net of provision | 39,151.73            | 72,706.00          
|Other receivables                     | 107,608.20           | 81,442.00          
|Inventory                             | 379,268.33           | 403,325.00         
|Amounts due from investors            | 116,747.00           | 166,747.00         
|Total Current Assets                  | 1,115,634.13         | 1,128,122.00       
|                                      |                      |                    
|Property & Equipment                  | 191,605.72           | 190,640.00         
|Accumulated Depreciation              | (83,451.93)          | (75,575.00)        
|Total property & Equipment            | 108,153.79           | 115,065.00         
|                                      |                      |                    
|Total Assets                          | $1,223,787.92        | $1,243,187.00      





See notes to condensed consolidated financial statements







|L I A B I L I T I E S & S T O C K H O L D E R S' E Q U I T Y

Current Liabilities                                                                                                
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Accounts Payable                                                                                                                                                                 
|Accrued Expenses                                                                                                                                                                 
|Other taxes payable                                                                                                                                                              
|Income Taxes Payable                                                                                                                                                             
|Total Current Liabilities                                                                                                                                                        
|Stockholders'  Equity
Common Stock, 200,000,000 Shares Authorized
Par Value of $.001;
13,813,684 & 13,813,684 Shares Issued and Outstanding Respectively (Retroactively Restated)
|Paid in Capital                                                                                                                                                                  
|Accumulated Deficit                                                                                                                                                              
|Stated Reserves                                                                                                                                                                  
|Net Stockholders' Equity                                                                                                                                                         
|Total Liabilities and Investors' Equity                                                                                                                                          



|
|



F-1

Wintech Digital Systems Technology Corp.

Consolidated Statement of Operations Stated in USD ( Unaudited)





|                                             | For the Three Months Ended Sep. 30
|-------------------------------------------- | ----------------------------------
|                                             | 2002                              
|                                             | (Unaudited)
USD                   
|Revenues
Sales of Products and Services.     | $194,247.35                       
|Cost of Revenues                             |                                   
|Cost of Products and Services                | (85,552.02)                       
|Gross Profit.                                | 108,695.33                        
|Expenses                                     |                                   
|Selling, general and administrative Expenses | (162,322.92)                      
|(Loss) Income from Operations                | (53,627.59)                       
|Other Income (Expenses)                      |                                   
|Interest income                              | 542.88                            
|Other income(expenses)                       | 0.00                              



|Total Other Income (Expenses)       | 542.88       | 745.73     
|----------------------------------- | ------------ | -----------
|Income before income taxes          | (53,084.71)  | (43,311.29)
|Provisions for Income Tax           | 0.00         | (3,248.35) 
|Net (loss) income                   | $(53,084.71) | $40,062.94 
|Basic (Loss) Earnings Per Share     | (0.004)      | 0.003      
|Diluted (Loss) Earnings Per Share   | (0.004)      | 0.003      
|Weighted Average Shares Outstanding | 13,813,684   | 12,690,484 





See notes to condensed consolidated financial statements



F-2

Wintech Digital Systems Technology Crop.

Statement of Cashflows Stated in USD(Unaudited)



|                                                 | For the Three Months Ended Sep. 30
|------------------------------------------------ | ----------------------------------
|                                                 | 2002                              
|Cash Flows from Operating Activities             |                                   
|Net (Loss) Income                                | $(53,084.71)                      
|                                                 |                                   
|Adjustments to Reconcile Net Income (Loss) to    |                                   
|Net cash used by Operating Activities;           |                                   
|Depreciation                                     | 7,876.93                          
|                                                 |                                   
|Change in Operating Assets & Liabilities         |                                   
|Decrease in Accounts Receivable                  | 33,554.27                         
|Decrease (Increase) in Inventory                 | 24,056.67                         
|Increase in Other Receivable                     | (26,166.20)                       
|Decrease in due from related parties             | 50,000.00                         
|(Decrease) Increase in Accounts Payable          | (312.41)                          
|(Decrease) Increase in Income Taxes Payable      | 0.00                              
|Increase in Other Taxes Payable                  | 20,032.48                         
|Increase in Accrued Expenses                     | 13,965.56                         
|Net Cash Provided (Used) in Operating Activities | 69,922.59                         
|                                                 |                                   
|Cash Flows from Investing Activities             |                                   
|Purchase of Fixed Assets                         | (965.72)                          
|Net Cash (Used) in Investing Activities          | (965.72)                          
|                                                 |                                   
|                                                 |                                   
|Increase (Decrease) in Cash & Cash Equivalents   | 68,956.87                         
|                                                 |                                   
|Cash & Cash Equivalents at Beginning of Period   | 403,902.00                        
|                                                 |                                   
|Cash & Cash Equivalents at End of Period         | $472,858.87                       





See notes to condensed consolidated financial statements





F-3











Wintech Digital Systems Technology Corp.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





Note 1.       Basis of Presentation



The accompanying financial statements as of September 30,2002 and for the three-month period and nine-month period ended September 30, 2002, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations.  However, the Company believes that the disclosures are adequate to make the information presented not misleading.  These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Companys audited annual financial statements for the year ended June 30, 2002.



The preparation of financial statements in conformity with general accepted accounting principles requires management to make estimates that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities.  Actual results could differ from these estimates.



In the opinion of Management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position as of September 30, 2002, the results of operations for the three-month period and nine-month period ended September 30, 2002 and cash flows for the nine-month period ended September 30, 2002, have been made.  The results of operations for the three-month period or nine-month period ended September 30, 2002 are not necessarily indicative of the operating results for the full year.







Note 2.

Issuance of shares





In July, 2002, 400,000 shares of common stock were issued to research group in Beijing, China according to an agreement signed between Wintech and research group. According the agreement, Wintech acquired all the rights of the Speech and Video algorithms developed by this group, and in the next four years, Wintech shall make four payments of total 2.1 million shares of Wintech common stocks to the group. The 400,000 shares is the first payment.





Note 3.    Related party transactions



During the quarter ended September 30, 2002, US$50,000 was paid to Mr. Dong as directors remuneration.



Item 2.  Managements  Discussion  and  Analysis  of  Results of  Operations  and  Financial Conditions.



The following  discussion and analysis should be read in  conjunction  with the Company's financial statements and notes thereto included elsewhere in this Form 10-QSB.  Except for the historical  information contained herein, the discussion in this Form 10-QSB contains  certain  forward  looking  statements that involve risks and uncertainties,  such as statements of the Company's plans, objectives,

expectations and intentions.  The cautionary statements made in this Form 10-QSB should be read as being  applicable to all related forward  statements  wherever they appear in this Form  10-QSB.  The  Company's  actual  results  could differ materially from those discussed here.



Evaluation of disclosure controls and procedures.  The Company's chief executive officer and chief financial officer, after evaluating the effectiveness of the Company's disclosure controls and procedures (as defined in Sections 13a-14(c) and 15d-14(c) of the securities Exchange Act of 1934, as amended), as of a date (the "Evaluation Date") within 90 days before the filing date of this quarterly report, have concluded that as of the Evaluation Date, the Company's disclosure controls and procedures were adequate and are designed to ensure that material information relating to the Company would be made known to such others within the Company.



Changes in internal controls.  There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the Evaluation Date.



There is no critical accounting policy adopted or estimate used in the preparing of the financial statements.



The  Company  is not aware of any  circumstances  or trends  which  would have a negative  impact  upon  future  sales or  earnings.  There have been no material fluctuations in the standard seasonal variations of the Company's business.  The accompanying financial statements include all adjustments,  which in the opinion of  management  are  necessary  in order to make the  financial  statements  not misleading.





Results  of  Operations



Three month ended September 30, 2001 compare to three months ended September 30, 2000.



Three Months ended

September 30, 2002                    September 30, 2001

(Unaudited)                                 (Unaudited)

Net sales        $194,247                                   $279,638





Cost  consisted  primarily of salary for  engineers,  cost of promotion,  rental expenses for office,   depreciation  and other  miscellaneous  expenses.   The decrease of costs were primarily  attributable  to  the decrease in sales and cost cutting measures.  The inventory is decreased comparing with the same period in the previous year.



Liquidity  and  Capital  Resource.



During the quarter ended September 30, 2002, cash and cash equivalents was $472,858 versus  $435,333  for the quarter ending September 30,  2001.  The increase in cash is mainly due to cost reduction and inventory reduction measures.



Business  Risks.



The Company believes that the main risk is the continued slow down in the technology sector, especially in telecom sector. Engineers developing telecom equipment are major customers of the Wintech products. The slow downs in  telecom sector reduces the demand on DSP emulators and DSP development boards.



Competition.



Competition is emerging in Chinese market. But Wintech still has much stronger R&D capability then that of any competitors in China. As Wintech enters global market, it faces about five major competitors in US and Europe.  Wintech has the newest technology and the most competitive price comparing to its competitors in the global market.



Management of Growth.



Since June, 2002, the company has made significant progress in fine tuning its products for the global market while test marketing its product in US, Korean, Taiwan and Israel. The company believes that it can significantly increase its revenue once it starts to enter the global market in full force.



Item  3.  Events  Subsequent  to  the  Third  Quarter



None.



PART  II  -  OTHER  INFORMATION



Item  1.  Legal  Proceedings



None.



Item  2.  Changes  in  Securities



None.



Item  3.  Defaults  Upon  Senior  Securities



None.



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



None.



Item  5.  Other  Information



None.



Item  6.  Exhibits  and  Reports  on  Form  8-K



None







CERTIFICATIONS PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly Report of Wintech Digital Systems Technology Corp. (the "Company") on Form 10-QSB for the period ending September 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Yonghong Dong, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:



(1) The Report fully complies with the requirements of section 3(a) or 15(d) of the Securities and Exchange Act of 1934; and



(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.





/s/  Yonghong Dong

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

By: Yonghong Dong

Chief Executive Officer

November 20, 2002



In connection with the Annual Report of Wintech Digital Systems Technology Corp. (the "Company") on Form 10-QSB for the period ending September 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jianpeng Zhang, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:



(1) The Report fully complies with the requirements of section 3(a) or 15(d) of the Securities and Exchange Act of 1934; and



(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



/s/  Jianpeng Zhang

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

By: Jianpeng Zhang

Chief Financial Officer

November 20, 2002