**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

Washington, D.C. 20549

**FORM 10-QSB**

(Mark One)

X__Quarterly report under section 13 or 15(d) of the Securities Exchange Act of 1934 for the
period ended September 30, 2002.

___Transition report under section 13 or 15(d) of the Securities Exchange Act of 1934 for the
transition period from ______ to ______.

**T.Z.F.  INTERNATIONAL INVESTMENTS, INC.******

(Exact name of registrant as specified in its charter)

|Nevada                                         | 0-31353                  | 88-0404186                          
|---------------------------------------------- | ------------------------ | ------------------------------------
|(State or other jurisdiction of
incorporation) | (Commission File
Number) | (IRS Employer Identification
Number)

|Unit 1, 3071 No. 5 Road

Richmond, B.C., Canada | V6X 2T4   
|----------------------------------------------- | ----------
|(Address of principal executive offices)        | (Zip Code)

Registrant's telephone number, including area code:  (604) 718-2188

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the
Securities 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. Yes ..X..  No ....

Applicable only to 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 .....

Applicable only to corporate issuers

State the number of shares outstanding of each of the issuer's classes of common equity, as of the
latest practicable date:  At September 30, 2002, there were 30,098,505 shares outstanding.

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

PART 1 - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS

(a)  The unaudited financial statements of registrant for the nine  months ended September 30,
2002, follow.  The financial statements reflect all adjustments which are, in the opinion of
management, necessary to a fair statement of the results for the interim period presented.

T.Z.F.  INTERNATIONAL INVESTMENTS, INC.

(A Development Stage Company)

FINANCIAL STATEMENTS

Quarter Ended September 30, 2002

|INDEX TO FINANCIAL STATEMENTS:                            | 
|--------------------------------------------------------- | 
|                                                          | 
|ConsolidatedBalance Sheets                                | 
|Consolidated Statements of Operations                     | 
|Consolidated Statements of Retained Earnings (Deficit)    | 
|Consolidated Statements of Cash Flows                     | 
|Schedule of Fixed Assets/Intangible Assets                | 
|Consolidated Statement of Changes in Stockholders' Equity | 
|Notes to Consolidated Financial Statements                | 





|                                                                              |                           |                                                                 | **********T.Z.F. INTERNATIONAL INVESTMENTS, INC.**
|----------------------------------------------------------------------------- | ------------------------- | --------------------------------------------------------------- | --------------------------------------------------
|                                                                              |                           |                                                                 | **********(A Nevada Corporation)**                
|                                                                              |                           |                                                                 |                                                   
|                                                                              |                           |                                                                 |                                                   
|                                                                              |                           |                                                                 |                                                   
|                                                                              |                           |                                                                 |                                                   
|                                                                              |                           |                                                                 |                                                   
|                                                                              |                           |                                                                 |                                                   
|                                                                              |                           |                                                                 |                                                   
|Cash and cash equivalents (note 3)                                            |                           |                                                                 |                                                   
|Accounts receivable (note 4)                                                  |                           |                                                                 |                                                   
|Prepaid expenses and deposits (note 5)                                        |                           |                                                                 |                                                   
|Subscriptions receivable (note 6)                                             |                           |                                                                 |                                                   
|Short-term investment - secured                                               |                           |                                                                 |                                                   
|Inventories, at lower cost or market (note 7)                                 |                           |                                                                 |                                                   
|TOTAL CURRENT ASSETS                                                          |                           |                                                                 |                                                   
|Fixed assets - Schedule A                                                     |                           |                                                                 |                                                   
|Intangible Assets - Schedule A                                                |                           |                                                                 |                                                   
|Goodwill, at cost                                                             |                           |                                                                 |                                                   
|TOTAL ASSETS (Pledged as security for bank
loans - Note 17                    |                           |                                                                 |                                                   
|                                                                              |                           |                                                                 |                                                   
|                                                                              |                           |                                                                 |                                                   
|Current liabilities                                                           |                           |                                                                 |                                                   
|Bank loans - secured (note 17)                                                |                           |                                                                 |                                                   
|Accounts payable and accrued (note 14)                                        |                           |                                                                 |                                                   
|Payable on acquisition of Shenzhen Tianzhifu Network Technology Ltd. (note 1) |                           | --                                                              |                                                   
|Loans from related parties, unsecured, non interest                           |                           |                                                                 |                                                   
|bearing, with no specific terms of repayment (note 16(b))                     |                           |                                                                 |                                                   
|                                                                              |                           |                                                                 | TOTAL CURRENT LIABILITIES                         
|                                                                              |                           |                                                                 |                                                   
|Long-term debt (note 18)                                                      |                           |                                                                 |                                                   
|Deferred liabilities - pensions (note 23)                                     |                           |                                                                 |                                                   
|                                                                              |                           |                                                                 |                                                   
|Minority interest                                                             |                           |                                                                 |                                                   
|Stockholders' Equity                                                          |                           |                                                                 |                                                   
|Capital stock (note 19)                                                       |                           |                                                                 |                                                   
|                                                                              | Authorized                |                                                                 |                                                   
|                                                                              |                           | 100,000,000 common shares at $0.0001 par value                  |                                                   
|                                                                              | Issued                    |                                                                 |                                                   
|                                                                              |                           | 30,098,505 common shares (2001 - 35,897,309 shares) - par value |                                                   
|                                                                              |                           | Paid in capital in excess of par value of stock                 |                                                   
|Retained earnings (deficit)                                                   |                           |                                                                 |                                                   
|Cumulative translation adjustment (note 2)                                    |                           |                                                                 |                                                   
|                                                                              |                           |                                                                 |                                                   
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                    |                           |                                                                 | $                                                 
|                                                                              |                           |                                                                 |                                                   
|                                                                              |                           |                                                                 |                                                   
|                                                                              | "Xin Chen"                | **                                                              | Director, Chief Executive Officer                 
|                                                                              |                           |                                                                 |                                                   
|                                                                              | **********"Ruirong Zhang" | Director, Chief Financial Officer                               |                                                   

See Accompanying Notes and Independent Accountants' Review Report

|                                  |                                       |  |        | **********T.Z.F. INTERNATIONAL INVESTMENTS, INC.**
|--------------------------------- | ------------------------------------- |  | ------ | --------------------------------------------------
|                                  | ******(A Nevada Corporation)**       
|                                  |                                       |  |        | ******Consolidated Statements of Operations**     
|                                  |                                       |  |        | ******(In US Dollars)**                           
|                                  |                                       |  |        | ******(Unaudited)**                               
|                                  |                                       |  |        |                                                   
|                                  |                                       |  |        |                                                   
|                                  |                                       |  |        |                                                   
|                                  |                                       |  |        |                                                   
|Revenue                           |                                       |  |        |                                                   
|                                  | Sales                                 |  |        |                                                   
|                                  | Cost of sales                         |  |        |                                                   
|                                  |                                       |  |        |                                                   
|                                  | Other income (expense)                |  |        |                                                   
|                                  |                                       |  |        |                                                   
|Expenses                          |                                       |  |        |                                                   
|                                  | Selling expenses                      |  |        |                                                   
|                                  | Administration Costs                  |  |        |                                                   
|                                  | Depreciation and amortization         |  |        |                                                   
|                                  | Loss on disposition of capital assets |  | 26,994 |                                                   
|                                  | Bad debts                             |  |        |                                                   
|                                  |                                       |  |        |                                                   
|Profit (loss) before income taxes |                                       |  |        | (219,727)                                         
|Income taxes                      |                                       |  |        |                                                   
|                                  |                                       |  |        |                                                   
|Minority interest                 |                                       |  |        |                                                   
|Net profit (loss) for the period  |                                       |  |        | $                                                 
|                                  |                                       |  |        |                                                   
|Basic profit (loss) per share     |                                       |  |        | $                                                 
|Diluted profit (loss) per share   |                                       |  |        | $                                                 
|Weighted average number of        |                                       |  |        |                                                   
|                                  | common shares used to                 |  |        |                                                   
|                                  | compute profit per share              |  |        |                                                   
|                                  |                                       |  |        | Basic                                             
|                                  |                                       |  |        | Diluted                                           

See accompanying notes and Independent Accountants' Review Report

|                                 |  |  |  | **********T.Z.F. INTERNATIONAL INVESTMENTS, INC.**            
|-------------------------------- |  |  |  | --------------------------------------------------------------
|                                 |  |  |  | **********(A Nevada Corporation)**                            
|                                 |  |  |  | ******Consolidated Statements of Retained Earnings (Deficit)**
|                                 |  |  |  |                                                               
|                                 |  |  |  |                                                               
|                                 |  |  |  |                                                               
|                                 |  |  |  |                                                               
|                                 |  |  |  |                                                               
|                                 |  |  |  |                                                               
|                                 |  |  |  |                                                               
|Retained earnings (deficit),     |  |  |  |                                                               
|beginning of period              |  |  |  |                                                               
|Net profit (loss) for the period |  |  |  |                                                               
|Retained earnings (deficit),     |  |  |  |                                                               
|end of period                    |  |  |  |                                                               
|                                 |  |  |  |                                                               

See accompanying notes and Independent Accountants' Review Report

|                             |                      |                                           |                               | **********T.Z.F. INTERNATIONAL INVESTMENTS, INC.** |          
|---------------------------- | -------------------- | ----------------------------------------- | ----------------------------- | -------------------------------------------------- | ---------
|                             |                      |                                           |                               | **********(A Nevada Corporation)**                 |          
|                             |                      |                                           |                               | ******Consolidated Statements of Cash Flows**      |          
|                             |                      |                                           |                               | ******(In US Dollars)**                            |          
|                             |                      |                                           |                               | ******(Unaudited)**                                |          
|                             |                      |                                           |                               |                                                    |          
|                             |                      |                                           |                               |                                                    |          
|                             |                      |                                           |                               |                                                    |          
|                             |                      |                                           |                               |                                                    |          
|                             |                      |                                           |                               |                                                    |          
|                             |                      |                                           |                               |                                                    |          
|Cash derived from (used for) |                      |                                           |                               |                                                    |          
|                             | Operating activities |                                           |                               |                                                    |          
|                             |                      | Net profit (loss) for the period          |                               |                                                    | $        
|                             |                      | Items not requiring use of cash           |                               |                                                    |          
|                             |                      |                                           | Depreciation and amortization |                                                    |          
|                             |                      | Minority interest                         |                               |                                                    |          
|                             |                      | Cumulative translation adjustment         |                               | (6,620)                                            |          
|                             |                      | Changes in non-cash working capital items |                               |                                                    |          
|                             |                      |                                           | Accounts receivable           |                                                    |          
|                             |                      |                                           | Prepaid expenses and deposits |                                                    | 114,956  
|                             |                      |                                           | Inventories                   |                                                    |          
|                             |                      |                                           | Accounts payable and accrued  |                                                    | 1,347,003
|                             |                      |                                           |                               |                                                    |          
|                             |                      |                                           |                               |                                                    |          
|                             | Financing activities |                                           |                               |                                                    |          
|                             |                      | Capital contributed                       |                               |                                                    |          
|                             |                      | Management fees payable                   |                               |                                                    |          
|                             |                      | Bank loans                                |                               |                                                    |          
|                             |                      | Long-term debt                            |                               |                                                    |          
|                             |                      | Loans from related parties                |                               |                                                    |          
|                             |                      |                                           |                               |                                                    |          
|                             |                      |                                           |                               |                                                    |          
|                             | Investing activities |                                           |                               |                                                    |          
|                             |                      | Fixed assets acquired                     |                               |                                                    |          
|                             |                      | Intangible assets                         |                               |                                                    |          
|                             |                      | Investment in Hongkang                    |                               |                                                    |          
|                             |                      | Short-term investment                     |                               |                                                    |          
|                             |                      |                                           |                               |                                                    |          
|Cash, increase (decrease)    |                      |                                           |                               |                                                    |          
|                             |                      |                                           |                               | during the period                                  |          
|Cash, beginning of period    |                      |                                           |                               |                                                    |          
|Cash, end of period          |                      |                                           |                               |                                                    |          

See accompanying notes and Independent Accountants' Review Report

|                  |              |                                         |                                                                                                | **********T.Z.F. INTERNATIONAL INVESTMENTS, INC.**     | **Schedule A**     
|----------------- | ------------ | --------------------------------------- | ---------------------------------------------------------------------------------------------- | ------------------------------------------------------ | -------------------
|                  |              |                                         |                                                                                                | **********(A Nevada Corporation)**                     |                    
|                  |              |                                         |                                                                                                | **********Schedule of Fixed Assets/Intangible Assets** |                    
|                  |              |                                         |                                                                                                | ******As at September 30, 2002**                       |                    
|                  |              |                                         |                                                                                                | ******(In US Dollars)**                                |                    
|                  |              |                                         |                                                                                                |                                                        | ******(Unaudited)**
|                  |              |                                         |                                                                                                |                                                        |                    
|                  |              |                                         |                                                                                                |                                                        |                    
|                  |              |                                         |                                                                                                |                                                        |                    
|                  |              |                                         |                                                                                                |                                                        |                    
|                  | Fixed Assets |                                         |                                                                                                |                                                        |                    
|                  |              | Deferred expenses - other - TZF Jiangsu |                                                                                                | 574,909                                                |                    
|                  |              | Fixed assets of operating companies     |                                                                                                |                                                        |                    
|                  |              |                                         |                                                                                                | - note 8                                               |                    
|                  |              |                                         |                                                                                                | - note 9                                               |                    
|                  |              | Construction in progress - Note 10      |                                                                                                | 1,522,756                                              |                    
|                  |              | Rights of use of land                   |                                                                                                |                                                        |                    
|                  |              |                                         |                                                                                                | Tianan - 50 years                                      |                    
|                  |              |                                         |                                                                                                | TZF Jiangsu - 50 years (1)                             |                    
|                  |              |                                         |                                                                                                |                                                        |                    
|                  |              |                                         |                                                                                                |                                                        |                    
|Intangible Assets |              |                                         |                                                                                                |                                                        |                    
|                  |              |                                         | Technology rights - Note 13                                                                    |                                                        |                    
|                  |              |                                         | Deferred costs - Note 12                                                                       |                                                        |                    
|                  |              |                                         |                                                                                                |                                                        |                    
|                  |              |                                         |                                                                                                |                                                        |                    
|                  |              |                                         | (1) To be amortized commencing when certificate of completion of building is received in 2002. |                                                       
|                  |              |                                         |                                                                                                |                                                        |                    
|                  |              |                                         |                                                                                                |                                                        |                    

See accompanying Notes and Independent Accountants' Review Report

|                               |                                                            | ******T.Z.F. INTERNATIONAL INVESTMENTS, INC.**                         |            
|------------------------------ | ---------------------------------------------------------- | ---------------------------------------------------------------------- | -----------
|                               |                                                            | **(A Nevada Corporation)**                                             | ****       
|                               |                                                            | **Consolidated Statement of Changes in Stockholders' Equity**         
|****                           |                                                            | **From Date of Inception on September 15, 1998 to September 30, 2002**
|                               |                                                            | **(In U.S. Dollars)******                                              | ****       
|                               |                                                            | **(Unaudited)******                                                    | ****       
|                               |                                                            |                                                                        | Number of  
|                               |                                                            |                                                                        | Common     
|                               |                                                            |                                                                        | Shares     
|                               |                                                            |                                                                        |            
|                               | 9/25/98 issuance of common                                 |                                                                        |            
|                               |                                                            | stock for cash                                                         | 1,000,000  
|                               | Net loss for the year ended December 31, 1998              |                                                                        |            
|Balance, December 31, 1998     | 1,000,000                                                  | 1,000                                                                  | 1,500      
|                               | 2/17/99 issuance of common                                 |                                                                        |            
|                               |                                                            | stock for cash                                                         | 600,000    
|                               | Net loss for the year ended December 31, 1999              |                                                                        |            
|Balance, December 31, 1999     | 1,600,000                                                  | 1,600                                                                  | 60,900     
|                               | 4/30/00 cancellation of                                    |                                                                        |            
|                               |                                                            | common stock and                                                       |            
|                               |                                                            | transfer of par value to                                               |            
|                               |                                                            | paid-in capital (note 1)                                               | (1,000,000)
|Balance, April 30, 2000        |                                                            |                                                                        |            
|                               | before forward split                                       | 600,000                                                                | 600        
|                               |                                                            |                                                                        |            
|05/15/00 10 to 1 forward split | 6,000,000                                                  | 600                                                                    | 61,900     
|                               | 05/15/00 issuance of common                                |                                                                        |            
|                               |                                                            | stock for services                                                     | 250,000    
|                               | 05/15/00 issuance of common                                |                                                                        |            
|                               |                                                            | stocks for the BC Company                                              | 18,451,843 
|                               | 7/4/00 issuance of common                                  |                                                                        |            
|                               |                                                            | stock for cash                                                         | 340,000    
|                               | 9/30/00 issuance of common                                 |                                                                        |            
|                               |                                                            | stock for cash                                                         | 615,466    
|                               | 10/19/00 issuance of common                                |                                                                        |            
|                               |                                                            | stock for cash                                                         | 10,000     
|                               | 11/19/00 issuance of common                                |                                                                        |            
|                               |                                                            | stock for cash                                                         | 230,000    
|                               | 12/28/00 issuance of common                                |                                                                        |            
|                               |                                                            | stock for debt                                                         | 10,000,000 
|                               | Net profit for the year ended December 31, 2000            |                                                                        |            
|                               | Negative goodwill - gain on                                |                                                                        |            
|                               |                                                            | acquisition TZF Jiangsu - note 1                                       |            
|                               | Cumulative translation                                     |                                                                        |            
|Balance, December 31, 2000     | 35,897,309                                                 | 3,590                                                                  | 15,225,943 
|                               | 1/1/01 capital contributed                                 |                                                                        |            
|                               | 12/31/01 capital contribution adjustment                   |                                                                        | (158,505)  
|                               | 12/31/01 cancellation of common stock                      | (398,804)                                                              | (40)       
|                               | Net profit for year ended December 31, 2001                |                                                                        |            
|                               | Cumulative translation                                     |                                                                        |            
|Balance, December 31, 2001     | 35,498,505                                                 | 3,550                                                                  | 14,838,990 
|                               | 9/30/02 capital contribution adjustment                    |                                                                        |            
|                               | 7/14/02 cancellation of common stock                       | (5,400,000)                                                            | (540)      
|                               | Net profit (loss) for nine months ended September 30, 2002 |                                                                        |            
|                               | Cumulative translation                                     |                                                                        |            
|Balance, September 30, 2002    | 30,098,505                                                 | $3,010                                                                 | $11,710,099
|                               |                                                            |                                                                        |            

See Accompanying Notes and Independent Accountants' Review Report

T.Z.F. INTERNATIONAL INVESTMENTS, INC.

(a Nevada Corporation)

Notes to Consolidated Financial Statements

September 30, 2002

(In U.S. Dollars)

(Unaudited)

Note 1.	ORGANIZATION AND NATURE OF BUSINESS

The Company was incorporated under the laws of the State of Nevada on September 15, 1998, as
Sabai Sabai Enterprises, Corp., and on May 25, 2000, changed its name to T.Z.F. International
Investments, Inc.

Pursuant to a stock purchase agreement dated March 30, 2000, T.Z.F. International Herbs Investment
Inc., ("BC Company") purchased 1,000,000 shares of the issued and outstanding common stock of
the Company.  These shares were purchased in anticipation of the subsequent completion of a share
exchange transaction between the Company and the BC Company.  In conjunction with completion
of the share exchange transaction these shares were cancelled, effective April 30, 2000, and as a
result, the amount of the par value of $1,000 attributable to such shares was transferred to paid-in
capital.

Pursuant to the terms of the share exchange which was effective as of April 30, 2000, the Company
acquired all of the issued and outstanding stock of the BC Company in exchange for the issuance of
18,451,843 shares of its authorized but previously unissued sharesof common stock, which shares
were valued at $5,352,932 for purposes of the acquisition.  Assets and liabilities of the BC Company
at the date of acquisition on April 30, 2000, were as follows:

|Assets                                                                                                                       |                                             |                                               |           | 
|---------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------- | --------------------------------------------- | --------- | 
|                                                                                                                             | Cash and short term deposits                | $1,040,372                                   
|                                                                                                                             | Accounts receivable                         | 13,217                                       
|                                                                                                                             | Capital stock subscriptions receivable      | 374,546                                      
|                                                                                                                             | Prepaid expense and deposit                 | 5,382                                        
|                                                                                                                             | Inventories                                 | 206,532                                      
|                                                                                                                             | Deferred lease expense, net of amortization | 5,047                                        
|                                                                                                                             |                                             | Fixed assets, net of accumulated depreciation | 59,927   
|                                                                                                                             |                                             | Intangible assets, technology rights          | 4,038,229
|                                                                                                                             |                                             |                                               |           | 
|Liabilities                                                                                                                  |                                             |                                               |           | 
|                                                                                                                             | Accounts payable and accrued                |                                               | 114,917  
|                                                                                                                             | Accrued payroll deductions payable          | 45,767                                       
|                                                                                                                             | Management fees payable                     |                                               | 168,205  
|                                                                                                                             | Due to related parties                      |                                               | 60,755   
|                                                                                                                             |                                             |                                               |           | 
|Net assets including cumulative translation                                                                                  | 5,353,608                                  
|Cumulative translation, included in above,

Booked in stockholders' equity of Sabai Sabai                                    | (676)                                      
|Net value in exchange for 18,451,843 common

Shares off Sabai Sabai and net equity on date of

acquisition of the BC Company | $5,352,932                                 

In May 2000, the Company completed a 10:1 forward split of its outstanding stock. This forward
split increased the number of issued and outstanding shares from 600,000 (1,600,000 previously
outstanding less the 1,000,000 shares which were cancelled) to 6,000,000.

Subsequent to completion of the share exchange on April 30, 2000, the BC Company (the
Company's wholly-owned subsidiary) received subscriptions for 340,000 additional shares.  The
Company elected to convert such shares to shares of its own common stock on the same terms as it
completed the share exchange.  Therefore, effective as of July 4, 2000 the Company issued 340,000
additional shares in exchange for shares of the BC Company

In May 2000, following completion of the forward split, the Company authorized the issuance of
250,000 restricted shares as compensation for consulting services at a price of CAD$1.50 per share,
to the following:

|Name           | Number of Shares | Consideration CAD $ | Equivalent US $
|-------------- | ---------------- | ------------------- | ---------------
|Robert Gelfand | 50,000           | $75,000             | $50,480        
|Fred Fisher    | 200,000          | 300,000             | 201,920        
|               | 250,000          | $ 375,000           | $ 252,400      

Accordingly, the amount of $252,400 was recorded as stock-based compensation in the financial
statements for the year ended December 31, 2000.

T.Z.F. International Herbs Investment Inc., which is now a wholly-owned subsidiary of the
Company, owns the formula and all distribution and intellectual property rights, including trademark,
patent and industry design rights, for Snow Lotus Tea products.

The Company and its wholly-owned subsidiary, the BC Company, are both based in Vancouver,
British Columbia, Canada.

On December 21, 2000 the BC Company acquired 100% of issued and outstanding shares of Tianan
Investment Limited ("Tianan"), a British Virgin Islands company with an office in Hong Kong for
the total price of HK$21,500,000 (US$2,758,847),which was paid in cash in three installments. The
BC Company paid the first installment totaling HK $6,638,318.09 (approximately US $851,100) in
two parts, on July 7 and July 10, 2000. The second installment of HK $6,261,681.91 (approximately
US $802,800), and the final installment of HK$8,600,000.00 (approximately US $1,104,947), which
were paid on October 20, 2000 and December 20, 2000, respectively, were both paid by Xin Chen,
one of the principal shareholders.

The sole asset of Tianan is its 100% ownership of Tianan Pharmacy (Xiamen) Co., Ltd. ("Tianan
Pharmacy"), a manufacturer of Chinese biological and herbal medicine products. Tianan Pharmacy
has a plant which is located in the Torch High Tech Development Zone of Xiamen, China, where
it currently conducts research and development and produces herbal and biological medicines which
it distributes and sells in China.

As a result of the closing of this purchase transaction, Tianan became a wholly-owned subsidiary.

Assets and liabilities of Tianan at the date of acquisition on December 21, 2000, were as follows:

|Assets |                                       |                                               |           | 
|------ | ------------------------------------- | --------------------------------------------- | --------- | 
|       | Cash and cash equivalents             | $ 103,910                                    
|       | Accounts receivable, trade            | 198,910                                      
|       | Short-term loans                      | 831,875                                      
|       | Prepaid expense and deposit           | 5,069                                        
|       | Inventories                           | 449,147                                      
|       | Deferred expense, net of amortization | 27,957                                       
|       |                                       | Fixed assets, net of accumulated depreciation | 1,405,851
|       |                                       | Rights of use of land - 50 years              | 370,508  
|       |                                       |                                               |           | 

|Liabilities                        |                               |        |         | 
|---------------------------------- | ----------------------------- | ------ | ------- | 
|                                   | Accounts payable, trade       |        | 9,921  
|                                   | Accounts payable, others      | 42,176
|                                   | Taxes payable                 |        | 33,222 
|                                   | Deferred liabilities, pension |        | 212,562
|                                   | Bank loan                     |        |         | 
|                                   | 781,557                      
|Net assets                         | 2,611,670                    
|Goodwill on acquisition            | 147,177                      
|Total cash payments on acquisition | $2,758,847                   

On December 31, 2000, the BC Company completed the purchase of all of the shares of T.Z.F.
International Herbs (Jiangsu) Co. Ltd. ("TZF Jiangsu") (formerly Second Pharmacy Factory of
Yancheng City), ("Second Pharmacy"), a Chinese corporation. The assets were purchased from The
People's Government of JianWu County, JiangSu Province, the People's Republic of China. The
purchase was completed pursuant to the terms of an Acquisition and Investment Agreement dated
September 12, 2000.

In accordance with the Acquisition and Investment Agreement, the purchase price was a total of
RMB14,000,000.00 (US $1,786,591), which was paid in cash in two installments, plus assumption
of liabilities totaling approximately RMB400,000 (approximately US$48,000). The first cash
installment totaling RMB3,000,000.00 (approximately US $362,000) , was paid on September 18,
2000.  The second cash installment of RMB11,000,000.00 (approximately US $1,376,591) was paid
in two parts, on November 22 and November 28, 2000.

The purchase price for the assets of TZF Jiangsu was determined through arms length negotiation
with the seller.

The cash purchase price for the assets of TZF Jiangsu was paid on our behalf by Xin Chen, one of
the principal shareholders. These payments were part of a total of US$5,000,000 which Mr. Chen
paid or advanced on behalf of the Company during the fiscal year ended December 31, 2000.

The assets of TZF Jiangsu consist primarily of an automated assembly line used for the production
of various pharmaceutical products. The Company will continue to use this equipment and factory
for the production of pharmaceutical products and will seek to expand and improve the operations.

In addition to payment of the initial purchase price of RMB14,000,000 for purchase of the existing
assets of TZF Jiangsu, the Acquisition and Investment Agreement contemplates that during the next
three years we will invest an additional sum of RMB14,000,000 in fixed assets, technological
improvements, research and development and marketing in order to improve and expand the
operations of TZF Jiangsu. In return for the Company's commitment to make this additional capital
investment, the seller, The People's Government of JianWu County, JiangSu Province, the People's
Republic of China has agreed to grant the Company various incentives, including rent free
occupancy of certain new plant space for 50 years, an agreement to refund certain Value Added Tax
for 3 years, a 100% exemption from income taxes for three years commencing in 2001, a 50%
exemption from income taxes for an additional 3 years thereafter, an exemption from the Industrial
and Commercial Administration Charge and other industry fees for one year, and an exemption from
a variety of other fees and surcharges during the period that the new plant space is under
construction.

Assets and liabilities of TZF Jiangsu at the date of acquisition on December 31, 2000, were as
follows:

|Assets |                                               |             |  | 
|------ | --------------------------------------------- | ----------- |  | 
|       | Cash and cash equivalents                     | $ 1,005,456
|       | Accounts receivable, trade                    | 1,675,847  
|       | Accounts receivable, others                   | 701,927    
|       | Short-term loans                              | 79,095     
|       | Inventories                                   | 861,460    
|       | Construction in progress                      | 1,918,374  
|       | Fixed assets, net of accumulated depreciation | 548,421    
|       | Fixed assets, other                           | 239,261    
|       | Rights of use of land - 50 years              | 1,239,942  

|            |                                        |         |         | 8,269,783
|----------- | -------------------------------------- | ------- | ------- | ---------
|Liabilities |                                        |         |         |          
|            | Accounts payable, trade                |         | 913,669
|            | Accounts payable, others               | 350,001
|            | Taxes payable                          |         | 389,934
|            | Payroll and payroll deductions payable |         | 94,821 
|            | Long-term liabilities                  |         | 306,138
|            | Bank loans                             |         |         |          
|            | 3,150,089                             
|Net assets  | 5,119,694                             

|Gain - Negative goodwill on acquisition added to

paid-in capital in these financial statements | 3,333,103 
|----------------------------------------------------------------------------------------------- | ----------
|Total cash payments on acquisition                                                              | $1,786,591

By an Acquisition and Investment Agreement dated December 31, 2000, the Company completed
the purchase of all of the shares of Shenzhen Tianzifu Network Technology Ltd., ("Shenzhen TZF
Net") (formerly Shenzhen Xinhaihu Industry Trading & Development Co., Ltd.), a Chinese
corporation.  The purchase price was $3,000,000.



The major businesses of Shenzhen TZF Net are in China and include pharmaceutical businesses,
material supply, computer network software and hardware development and related business
information consulting.

Note 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

**Principles of consolidation**

The accompanying consolidated financial statements include the accounts of the Company and its
wholly-owned subsidiary, T.Z.F. International Herbs Investment Inc., Tianan Investment Limited
(and its wholly-owned subsidiary Tianan Pharmacy (Xiamen) Co. Ltd.),TZF International Herbs
(Jiangsu) Co. Ltd. and Shenzhen Tianzhifu Network Technology Ltd.  All intercompany transactions
and balances have been eliminated.

**Basis of presentation**

These consolidated financial statements have been prepared in accordance with Accounting
Principles Generally Accepted in the United States ("USGAAP).

**Development stage company**

The consolidated financial statements of the Company to December 31, 2001 were prepared in
accordance with the provisions of Statement of Financial Accounting Standard No. 7, "Accounting
and Reporting by Development Stage Enterprises", which included cumulative figures for the
statement of operations and cash flows from the date of inception on September 15, 1998 to
December31, 2001.  Commencing January 1, 2002, the Company is not considered to still be a
development stage company and, accordingly, the figures from date of inception are not disclosed.

**Business Combinations**

The Company uses the Purchase Method in accounting for its acquisitions.

Goodwill will be subject to review for impairment.  This review would be at the lowest reporting
level or levels that include the acquired business (i.e., the reporting unit).  Goodwill would be
considered impaired and subject to write-down if the fair value of the reporting unit's goodwill is
less than its carrying amount.  The fair value of goodwill would be determined by subtracting the fair
value of the recognized net assets of the reporting unit (excluding goodwill) from the fair value of
the reporting unit.  The amount of the impairment would be the difference between the carrying
amount and the fair value of the goodwill.

**Use of estimates**

The preparation of financial statements in conformity with USGAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the dates of the financial statements and the reported amounts
of revenues and expenses during the reporting periods.  Actual results could differ from those
estimates.

**Cash and cash equivalents**

Cash and cash equivalents consists of cash on deposit and highly liquid short-term interest bearing
securities with a maturity at the date of purchase of three months or less.

**Income Taxes**

Provisions for income taxes are based on taxes payable or refundable for the current year and
deferred taxes on temporary differences between the amount of taxable income and pretax financial
income and between the tax bases of assets and liabilities and their reported amounts in the financial
statements.  Deferred tax assets and liabilities are included in the financial statement at currently
enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are
expected to be realized or settled as prescribed in FASB Statement No. 109, Accounting for Income
Taxes.  As changes in tax laws or rate are enacted, deferred tax assets and liabilities are adjusted
through the provision for income taxes.

**Compensated absences**

Employees of the corporation are entitled to paid vacations, sick days and other time off depending
on job classification, length of service and other factors.  It is impractical to estimate the amount of
compensation for future absences, and accordingly, no liability has been recorded in the
accompanying financial statements.  The corporation's policy is to recognize the costs of
compensated absences when paid to employees.

**Net earnings per share**

The Company adopted Statement of Financial Accounting Standards No. 128 that requires the
reporting of both basic and diluted earnings per share.  Basic earnings per share is computed by
dividing net income available to common shareowners by the weighted average number of common
shares outstanding for the period.  Diluted earnings per share reflects the potential dilution that could
occur if securities or other contacts to issue common stock were exercised or converted into common
stock.  In accordance with FASB 128, any anti-dilution effects on net loss per share are excluded.

**Disclosure about fair value of financial instruments**

The Company has financial instruments, none of which are held for trading purposes. The Company
estimates that the fair value of all financial instruments at December 31, 2001 as defined in FASB
107, does not differ materially from the aggregate carrying values of its financial instruments
recorded in the accompanying balance sheets.  The estimated fair value amounts have been
determined by the Company using available market information and appropriate valuation
methodologies.  Considerable judgment is required in interpreting market data to develop the
estimates of fair value, and accordingly, the estimates are not necessarily indicative of the amounts
that the Company could realize in a current market exchange.

**Fixed assets**

Fixed assets are stated at cost less accumulated depreciation.  Depreciation is recorded on the
following rates, based upon the useful life of the assets.

|Office equipment      | - 20% per annum on the declining balance basis             
|--------------------- | -----------------------------------------------------------
|Leasehold improvement | - allocated on a straight-line basis over the term of lease
|Vehicles              | - 30% per annum on the declining balance basis             
|Computer equipment    | - 30% per annum on the declining balance basis             
|Buildings             | - 4.75% per annum on the straight-line basis               
|Mechanical devices    | - 19% per annum on the straight-line basis                 
|Electric devices      | - 19% per annum on the straight-line basis                 
|Shipping devices      | - 19% per annum on the straight-line basis                 
|Other devices         | - 19% per annum on the straight-line basis                 

**Long-lived assets**

Statement of Financial Accounting Standards No. 142, "Accounting for the Impairment on disposal
of Long-Lived Assets" requires that long-lived assets be reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount of the asset in question may not be
recoverable.  This standard does not have a material effect on the Company's results of operations,
cash flows or financial position in these financial statements.

**Foreign currency translation**

The functional currency of the parent Company T.Z.F. International Investments, Inc. is the United
States Dollar and of T.Z.F. International Herbs Investment Inc. is the Canadian Dollar, Tianan
Pharmacy (Xiamen) Co. Ltd, T.Z.F. International Herbs (Jiangsu) Co. Ltd. and Shenzhen Tianzifu
Network Technology Ltd. are in Chinese Yuan and the reporting currency on a consolidated basis
is the United States Dollar.

The assets, liabilities, and operations of the Company are expressed in the functional currency of the
Company in United States Dollars.  Operations of the subsidiary, T.Z.F. International Herbs
Investment Inc. are in Canadian Dollars and in conformity with US GAAP they are translated into
the reporting currency, the United States Dollar.

Monetary assets and liabilities are translated at the current rate of exchange.

The weighted average exchange rate for the period is used to translate revenue, expenses, and gains
or losses from the functional currency to the reporting currency.

The gain or loss on translation is reported as a separate component of stockholders' equity and not
recognized in net income.  Gains or losses on remeasurement are recognized in current net income.

Gains or losses from foreign currency transactions are recognized in current net income.

Fixed assets are measured at historical exchange rates that existed at the time of the transaction.

Depreciation is remeasured at historical exchange rates that existed at the time the underlying related
asset was acquired.

An analysis of the changes in the cumulative translation adjustment as disclosed as part of
stockholders' equity, is as follows:

|                             | Nine Months Ended

September 30,
|---------------------------- | --------------------------------
|                             | 2002                            
|Balance, Beginning of period | $  4,987                        
|Change during the period     | (6,620)                         
|Balance, End of period       | $ (1,633)                       

The effect of exchange rate changes on cash balances is reported in the statement of cash flows as
a separate part of the reconciliation of change in cash and cash equivalents during the period.

**Concentration of credit risk**

Financial instruments that potentially subject the Company to a significant concentration of credit
risk consist primarily of cash and cash equivalents which are not collateralized.  The Company limits
its exposure to credit loss by placing its cash and cash equivalents with high credit quality financial
institutions.

**Inventories**

The inventories are recorded at the lower of cost or market. As at September 30, 2002 the inventories
total $1,556,108 (September 30, 2001 - $2,276,709) (see note 7).

**Revenue Recognition**

The Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) 101,
Revenue Recognition in Financial Statements, in December 1999.  The SAB summarizes certain of
the SEC staff's views in applying generally accepted accounting principles to revenue recognition
in financial statements.  During the current year, the Company performed a review of its revenue
recognition policies and determined that it is in compliance with SAB 101.

**Web Site Development Expenses**

Web site development expenses relate to the development of new online services and consist
principally of employee compensation, as well as costs for content, facilities and equipment.  The
consensus in the Financial Accounting Standards Board Emerging Issues Task Force (EITF) Issue
No. 00-2, Accounting for Web Site Development Costs, requires that certain costs to develop Web
sites be capitalized or expensed, depending on the nature of the costs.  Development expenses of
$59,778 have been capitalized and are being amortized over a period of 30 months (note 12).



**Shipping and Handing Fees and Costs**

In September 2000, the Financial Accounting Standards Board Emerging Issues Task Force (EITF)
reached a final consensus on EITF Issue No. 00-10, Accounting for Shipping and Handling Fees and
Costs.  This consensus requires that all amounts billed to a customer in a sale transaction related to
shipping and handling, be classified as revenue.  The Company historically has netted shipping
charges to customers with shipping and handling costs which are included in operating expenses in
the Statements of Operations.  With respect to the classification of costs related to shipping and
handling incurred by the seller, the EITF determined that the classification of such costs is an
accounting policy decision that should be disclosed.  The Company adopted the consensus in the
Issue in fiscal 2001.

**Segmented Information**

The Company's identifiable assets as at September 30, 2002 are located in the following countries:

|Canada            | $35,482    
|----------------- | -----------
|China             | 17,686,155 
|The United States | 67,395     
|                  | $17,789,032

Note 3.	  CASH AND CASH EQUIVALENTS - $473,513

The total for cash and equivalents as at September 30, 2002, is made up as follows:

|                    | TZF  US
Company | The BC
Company | Tian'an    | TZF
Jiangsu | Shenzhen
TZF Net | Total    
|------------------- | --------------- | -------------- | ---------- | ----------- | ---------------- | ---------
|Petty cash          | $               | $              | $       87 | $ 10,170    | $ 717            | $ 10,974 
|Cash in trust       |                 | 2,769          |            |             |                  | 2,769    
|Cash in bank        | 67,395          | 7,535          | 303,313    | 51,457      | 12,960           | 442,660  
|Short-term deposits |                 |                |            | 17,110      |                  | 17,110   
|Total               | $67,395         | $ 10,304       | $303,400   | $ 78,737    | $ 13,677         | $ 473,513



Note 4.  ACCOUNTS RECEIVABLE

This balance is as follows:

|                                  | TZF  US
Company | The BC
Company | Tian'an    | TZF
Jiangsu | Shenzhen
TZF Net | Total     
|--------------------------------- | --------------- | -------------- | ---------- | ----------- | ---------------- | ----------
|Accounts receivable,
trade        | $               | $              | $341,023   | $1,020,802  | $         0      | $1,361,825
|Accounts receivable,
Canadian GST |                 | 7,276          |            |             |                  | 7,276     
|Short-term loans                  |                 |                | 805,633    |             | 410,659          | 1,216,292 
|Accounts receivable,
other        |                 |                |            | 1,447,539   | 1,076,270        | 2,523,809 
|Total                             | $        0      | $   7,276      | $1,146,656 | $2,468,341  | $ 1,486,929      | $5,109,202

Note 5.  PREPAID EXPENSES AND DEPOSITS

The balance of prepaid expenses and deposits as at September 30, 2002, is as follows:

|                                                     | The BC
Company | Tian'an     | Shenzhen
TZF  Net | Total      
|---------------------------------------------------- | -------------- | ----------- | ----------------- | -----------
|Rental deposits                                      | $3,670         | $           | $   11,117        | $    14,787
|Prepaid to Beijing Zhong Buo for
website development |                |             | 1,193,847         | 1,193,847  
|Prepaid new medicine application fees                |                | 379,085     |                   | 379,085    
|Total                                                | $3,670         | $   379,085 | $1,204,964        | $1,587,719 

As at Septemeber 30, 2002, Shenzhen TZF Net paid $1,193,847  to Beijing Zhongbuo Merchants
Promotion Internet Co. Ltd. for the setting up of website and computer systems.  This project is in
progress as at September 30, 2002 and, accordingly, is recorded as a prepaid expense.

Note 6.  SUBSCRIPTIONS RECEIVABLE

As at September 11, 2000, Mr. Chung Yiu Chung signed a subscription agreement with the
Company whereby he subscribed for 561,798 common shares of the Company at a price of
CAD$1.50 per share, of which, 162,994 common shares were issued and paid.  The balance of
$406,434 was unpaid.  As at December 31, 2001, the latter unpaid portion of the subscription was
cancelled, and issued share capital was reduced.

Note 7.  INVENTORIES

The inventories as at September 30, 2002, are made up as follows:

|                    | The BC
Company | Tian'an   | TZF
Jiangsu | Shenzhen
TZF Net | Total     
|------------------- | -------------- | --------- | ----------- | ---------------- | ----------
|Raw materials       | $              | $ 42,922  | $ 54,600    | $                | $ 97,522  
|Packaging materials |                | 13,524    | 581,328     |                  | 594,852   
|Finished products   |                | 251,610   | 198,194     |                  | 449,804   
|Other               |                |           | 268,357     | 145,573          | 413,930   
|Total               | $         0    | $ 308,056 | $1,102,479  | $145,573         | $1,556,108

Note 8.  FIXED ASSETS

The totals for fixed assets and accumulated depreciation as at September 30, 2002, are made up as
follows:

|                           | The BC
Company | Tian'an   | TZF
Jiangsu | Shenzhen
TZF Net | Total    
|-------------------------- | -------------- | --------- | ----------- | ---------------- | ---------
|**Cost**                   |                |           |             |                  |          
|Computer equipment         | $ 14,364       | $         | $           | $                | $14,364  
|Office equipment           | 14,286         |           |             |                  | 14,286   
|Vehicles                   |                |           |             |                  | 0        
|Buildings and
improvements |                | 1,312,794 |             |                  | 1,312,794
|Mechanic devices           |                | 321,187   |             |                  | 321,187  
|Shipping devices           |                | 21,685    |             |                  | 21,685   
|Electronic devices         |                |           |             | 100,072          | 100,072  
|Other                      |                | 316,326   | 2,123,492   |                  | 2,439,818
|Total                      | 28,650         | 1,971,992 | 2,123,492   | 100,072          | 4,224,206

|**Accumulated Depreciation** |          |            |             |         
|---------------------------- | -------- | ---------- | ----------- | --------
|Computer equipment           | 7,313    |            |             |         
|Office equipment             | 6,233    |            |             |         
|Vehicles                     |          |            |             |         
|Buildings and
improvements   |          | 305,234    |             |         
|Mechanic devices             |          | 177,143    |             |         
|Shipping devices             |          | 19,517     |             |         
|Electronic devices           |          |            |             | 29,627  
|Other                        |          | 306,860    | 211,881     |         
|Total                        | 13,546   | 808,754    | 211,881     | 29,627  
|**Net book value**           |          |            |             |         
|Computer equipment           | 7,051    |            |             |         
|Office equipment             | 8,503    |            |             |         
|Vehicles                     |          |            |             |         
|Buildings and
improvements   |          | 1,007,560  |             |         
|Mechanic devices             |          | 144,044    |             |         
|Shipping devices             |          | 2,168      |             |         
|Electronic devices           |          |            |             | 70,445  
|Other                        |          | 9,466      | 1,911,611   |         
|Total (to Schedule A)        | $ 15,104 | $1,163,238 | $ 1,911,611 | $ 70,445

Note 9.  FIXED ASSETS - OTHERS

As at September 30, 2002, other fixed assets of $399,733 (September 30, 2001 - $49,439) as
disclosed in Schedule A, in addition to the above, represent the residual value of fixed assets located
at TZF Jiangsu.



Note 10.  FIXED ASSETS - CONSTRUCTION IN PROGRESS

The construction in progress of $1,522,756 as at September 30, 2002, applies to new buildings and
related equipment located at TZF Jiangsu and will not be depreciated until the building has been
completed and the equipment put into use.  Certificate of completion is expected in 2002.

Note 11.  GOODWILL

As at September 30, 2002, goodwill of $1,206,554 is made up as follows:

|                         | Tian'an  | Shenzhen TZF  Net | Total     
|------------------------ | -------- | ----------------- | ----------
|Goodwill on acquisitions | $147,177 | $1,059,377        | $1,206,554

The goodwill will be evaluated at each reporting period as to any possible impairment.  The earnings
of Tianan justify the goodwill.  Shenzhen is expected to attain earnings to continue to justify the
amount of goodwill and, accordingly, no adjustment has been made to the goodwill booked for
Shenzhen.

Note 12.   INTANGIBLE ASSETS - DEFERRED COSTS

As at September 30, 2002, deferred costs of $1,206,554 are made up as follows:

|                                                       | Tian'an  | Shenzhen
TZF  Net | Total   
|------------------------------------------------------ | -------- | ----------------- | --------
|Website development - to be amortized over 30 months   | $        | $59,778           | $59,778 
|Net product development costs - to be expensed in 2002 | 33,124   |                   | 33,124  
|                                                       | 33,124   | 59,788            | 92,902  
|Amortization                                           |          | (11,209)          | (11,209)
|Net book value (to schedule A)                         | $ 33,124 | $ 48,569          | $81,693 

Note 13.  INTANGIBLE ASSETS - TECHNOLOGY RIGHTS

By agreement dated December 15, 1999, Shenzhen Hengyunda Enterprises Co. Ltd. of P.R. China
agreed to sell and assign certain information and rights relating to a series of products known as the
Snow Lotus Tea series products to the BC Company.

The BC Company agreed to pay consideration of $4,038,229 for acquisition of these assets, through
the issuance of 6,000,000 shares of its Class B common stock, which were valued for purposes of
the acquisition at a price of CAD$1.00 per share, for total consideration of CAD$6,000,000 (U.S.
$4,038,229).

Shenzhen Hengyunda Enterprises Co. Ltd. has warranted that there are no charges or encumbrances
against the rights being acquired.

This agreement includes the sale, assignment and transfer of all the right, title and interest in and to
the Product Information and all the rights to use, exploit, develop or otherwise deal with the Product
Information or the Project, including the right to register any Intellectual Property in connection with
the Product, the same to be held and enjoyed by the BC Company and its successors and assigns as
fully and effectively as the same would have been held and enjoyed by Shenzhen Hengyunda
Enterprises Co. Ltd. had this transfer and assignment not been made.

Shenzhen Hengyunda Enterprises Co. Ltd. further agrees to execute and deliver all such documents
and further assurances as may be necessary or desirable to give effect to the sale and assignment.

As at July 14, 2002 the technology rights have been reevaluated by management, resulting in a
writedown of $3,483,871 (CAD $4,500,000) and a return to treasury of 5,400,000 Class B Common
Shares previously issued for this technology.  The vendors of the technology are to retain 600,000
Class B Common Shares.

Note 14.   ACCOUNTS PAYABLE AND ACCRUED

Details of the total of accounts payable and accrued as at September 30, 2002, are as follows:

|                | TZF  US
Company | The BC
Company | Tian'an   | TZF
Jiangsu | Shenzhen
TZF Net | Total     
|--------------- | --------------- | -------------- | --------- | ----------- | ---------------- | ----------
|A/P, trade      |                 |                | $  30,060 | $1,081,134  | $ 20,724         | $1,131,918
|Accrued payroll |                 |                | 7,877     | 13,694      | 24,069           | 45,640    
|Taxes payable   |                 |                | 31,182    | 105,337     | 120,056          | 256,575   
|Other payables  |                 |                | 43,480    | 1,089,960   | 1,132,439        | 2,265,879 
|Total           |                 |                | $ 112,599 | $2,290,125  | $1,297,288       | $3,700,012

Note 15.  MANAGEMENT FEES PAYABLE

There are no management fees incurred for the nine month period ended September 30, 2002.

.

Note 16.  RELATED PARTY TRANSACTIONS

a)	The amount of $537,479 represents loans to the Company by related parties as at
September 30, 2002, is unsecured, non-interest bearing, with no specific terms of repayment.

b)	The principal shareholders offered to all warrant holders to exchange their warrants
for shares held by the principal shareholders pursuant to such ratio so that, with the completion of
the warrant/share exchange, the per share cost of the share/warrant held by the minority shareholder
effectively stands at CAD$0.75 per share.  The share/warrant change became effective as of
December 17, 2000.

c)	During the fiscal year ended December 31, 2000, Mr. Xin Chen, Director and
Chairman of Board of Directors of the Company, advanced a total of approximately $5,500,000 on
behalf of the Company. These funds were used in part for purchase of the assets of TZF Jiangsu, and
in part for purchase of all of the issued and outstanding stock of Tian'an Investments Limited, a
British Virgin Islands Corporation (which was completed on December 21, 2000) and part of the
payment on the acquisition of 100% issued and outstanding shares of Shenzhen T.Z.F. Network
Technologies Co., Ltd.

On December 28, 2000, the Company signed a Debt Settlement Agreement with Mr. Xin Chen.  Mr.
Chen agreed to take 10,000,000 common shares of the Company at a price of CAD$0.75 (US$0.50)
per share to repay $5,000,000 of his loan.  These shares have warrants attached entitling the holder
to purchase additional 10,000,000 common shares of the Company at a price of CAD$1.50 per share
until December 28, 2001 (expired), and thereafter, at a price of CAD$2.50 per share until December
28, 2002.

Note 17.  BANK LOANS

Details of bank loans as at September 30, 2002, are as follows:

a)  TZF Jiangsu

As at September 30, 2002, TZF Jiangsu has bank loans, as follows, secured by its assets:

|                                              | Period of Loan   | Principal

Chinese RMB | Principal

Equivalent to
US $ | Interest
Rate/Monthly
|--------------------------------------------- | ---------------- | ---------------------- | ----------------------------- | ---------------------
|Industries and Commerce
Bank of Jianhu, China | 8/1/02 - 7/31/03 | 9,060,000              | 1,095,526                     | 5.86%                

b) TZF Tianan

As at September 30, 2002, TZF Tianan has bank loans, as follows, secured by its assets:

|                                  | Period of Loan    | Principal

Chinese
RMB | Principal

Equivalent to
US $ | Interest
Rate/Monthly
|--------------------------------- | ----------------- | ---------------------- | ----------------------------- | ---------------------
|Fujian Xingye Bank,
Xiamen, China | 7/25/02 - 7/24/02 | 4,500,000              | 544,135                       | 0.48675%             

Management of the Company proposes to apply for renewal of these loans prior to their due date.

Summary of the above Bank loans

|                                              | Tianan    | TZF Jiangsu | Total       
|--------------------------------------------- | --------- | ----------- | ------------
|Fujian Xingye Bank, Xiamen, China             | $ 544,135 | $           | $    544,135
|Industries and Commerce Bank of Jianhu, China |           | $1,095,526  | $1,639,661  
|Total                                         | $ 544,135 | $1,095,526  | $1,639,661  

Note 18.  LONG-TERM LIABILITIES

a)	The long-term debt of $177,509 represents unsecured, non-interest bearing long-term accounts
payables owing by Second Pharmacy, with payment deferred.

b)	The deferred liabilities of $212,562 for pensions apply to Tianan.

Note 19.  CAPITAL STOCK

Outstanding Warrants at September 30, 2002



|290,007    | warrants to purchase 290,007 common shares exercisable at
CAD$1.50 per share until December 17, 2002     
|---------- | ---------------------------------------------------------------------------------------------------------
|10,000,000 | warrants to purchase 10,000,000 common shares exercisable at
CAD$2.50 per shares until December 28, 2002.
|10,290,007 |                                                                                                          



Note 20.  INCOME TAXES

a)	The most recent Federal Income Tax filing for the Company for the US was for the year
ended December 31, 2001, disclosing no income taxes payable to the US Internal Revenue Service.

b)	The BC Company has filed Federal Income Tax Returns for the years ended December 31,
1999, 2000 and 2001.  To December 31, 2001, the BC Company had a total loss of CAD$1,203
(equivalent to US$776).  No provision for Canadian Income Taxes is provided for in these
consolidated financial statements as the profit is reduced by the losses brought forward and other
costs of the Company.

Note 21.  LEASE OBLIGATIONS



Lease of Premises

The Company entered into a lease for offices with Burrard International Holdings, Inc. for two years
for monthly rent and costs of CAD $3,059, that commenced on September 1, 2002.

The last month's rent of CAD $ 5,690 is due at the time of signing.  This amount has been paid and
is recorded as a  prepaid expense and deposit as at September  30, 2002.

Note 22.  PENSION AND EMPLOYMENT LIABILITIES

The Company has liabilities which are deferred as at September 30, 2002, for pension, post-employment benefits or post-retirement benefits in Tianan in the amount of $212,562.  This liability
is unchanged from December 21, 2000.  The parent company and other subsidiary companies,
(except for Tianan) do not have any liabilities for pensions and related costs.

Note 23.  DISTRIBUTORSHIP AGREEMENTS

The Company and/or its subsidiaries entered into various distributorship agreements with
independent third parties to market products of the Company and its subsidiaries.

Note 24.  LAWSUIT

Expediter Sales Ltd. ("Expediter") v. the BC Company

There is a claim filed against the BC Company by Expediter alleging a breach of contract and
misrepresentation.  Expediter is seeking damages for alleged loss of profits, loss of business and
goodwill, misrepresentation, set-up expenses and the alleged wrongful use of Expediter's name, and
an injunction to prevent the BC Company from selling an herbal tea in Canada.  The BC Company
terminated the contract of Expediter for non-performance and has, accordingly, counterclaimed
against Expediter for outstanding debts unpaid by Expediter.  No provision has been made in these
financial statements for any potential costs or contingent assets relating to this matter, as the results
of the claim and counterclaim are not determinable at this time.

Note 25.  SALES IN CANADA

The Company maintains a products analysis and quality control system in Canada, for its products
to be distributed, in order to ensure that its products conform to relevant regulatory and health
requirements.  Where any products are found not to meet the regulatory requirements, the Company
will immediately take such measures as necessary, or cause such measures to be taken, so that the
said regulatory requirements are complied with.

Note 26.  OPERATIONS OF SUBSIDIARY COMPANIES

Details of the operating figures for the Company and the four subsidiary companies for the nine
months ended September 30, 2002, extracted from the applicable financial statements of those
companies, are as follows:

|                                      | TZF US
Company | The BC
Company | Tian'an   | TZF
Jiangsu | Shenzhen
TZF Net | Total     
|------------------------------------- | -------------- | -------------- | --------- | ----------- | ---------------- | ----------
|Revenue                               |                |                |           |             |                  |           
|Sales                                 | $              | $      6,429   | $ 701,524 | $2,137,040  | $ 69,321         | $2,914,314
|Cost of sales                         |                | $   22,208     | 296,301   | 1,391,177   | 37,658           | 1,747,344 
|Gross profit                          |                | (15,779)       | 405,223   | 745,863     | 31,663           | 1,166,970 
|Other income (expense)                |                | (14,186)       | 11,470    |             |                  | (2,716)   
|                                      |                | (29,965)       | (416,693) | 745,863     | 31,663           | 1,164,254 
|Selling expenses                      |                |                | 96,084    | 314,971     | 66,370           | 477,425   
|Administrative costs                  | 7,548          | 163,061        | 115,289   | 143,867     | 111,653          | 541,958   
|Depreciation and
amortization         |                | 7,905          | 110,088   | 199,803     | 19,750           | 337,546   
|Loss on disposition of
capital assets |                | 26,994         |           |             |                  | 26,994    
|Bad debts                             | 8,826          | 592,582        |           |             |                  | 601,408   
|                                      | 16,374         | 790,542        | 322,001   | 658,641     | 193,773          | 1,985,331 
|Profit (Loss)  before
income taxes    | (16,374)       | (820,507)      | 94,692    | 87,222      | (166,110)        | (821,077) 
|Income taxes                          |                |                | 5,497     |             |                  | 5,497     
|Net profit (loss)  for the
period     | $ (16,374)     | $(820,507)     | $89,195   | $87,222     | $(166,110)       | $(826,574)

Note 27  DISTRIBUTION AGREEMENTS

a)	By agreement dated December 15, 2000, effective January 1, 2001, Trophic Canada Ltd. ("the
Supplier"), granted TZF International Investments, Inc. ("TZF") the exclusive right to promote,
distribute, and sell the supplier's products within the "Territory" of China, which includes Hong
Kong, SAR, for a period of five years.  Continuation of this exclusive right is contingent upon
meeting or exceeding the purchase of products for a minimum of CAD$50,000 within the first
distribution year, a minimum of CAD$200,000 within the second distribution year, and increases of
approximately 20% in each of the subsequent distribution years.

The supplier may terminate the distribution agreement if TZF breaches any terms of the agreement,
including but not restricted to the annual sales requirements, if any breaches are not remedied within
three months after written notice.

TZF cannot assign the agreement or subcontract its obligations under the agreement without the
consent in writing of the supplier.  The supplier is an arms length party unrelated to TZF.

b)	By agreement dated June 22, 2001, effective June 22, 2001, Puresource Inc. ("the Supplier")
granted TZF International Investments, Inc. ("TZF") the exclusive right to promote, distribute, and
sell the supplier's products within the "Territory" of China, which includes Hong Kong, SAR, for a
period of five years.  Continuation of this exclusive right is contingent upon meeting or exceeding
the purchase of products for a minimum of US$20,000 within 12 months after the initial Product has
been approved for sale in the Territory by the appropriate Government department.

The supplier may terminate the distribution agreement if TZF breaches any terms of the agreement,
including but not restricted to the annual sales requirements, if any breaches are not remedied within
45 days after written notice.

This agreement shall be renewed for additional successive renewal periods of five year terms upon
written notice by either of the parties, delivered at lease 60 days prior to the expiration of the
preceding period, and in any case the Distributor will always have the first choice of renewal.

c)	By agreement dated July 25, 2001 effective July 25, 2001, Flora Manufacturing and
Distributing Ltd. ("the Supplier"), granted TZF International Investments, Inc. ("TZF") the exclusive
right to promote, distribute, and sell the supplier's products within the "Territory" of the Peoples'
Republic of China (excluding Hong Kong and Macao) for a period of three years.  Continuation of
this exclusive right is contingent upon meeting or exceeding the purchase of products for a minimum
of US$50,000 within 12 months after the initial Product has been approved for sale in the Territory
by the appropriate government department and in the next two years thereafter or US$200,000 in the
second year and US$400,000 in the third year.

The supplier may terminate the distribution agreement if TZF breaches any terms of the agreement,
including but not restricted to the annual sales requirements, if any breaches are not remedied within
three months after written notice.

This agreement shall be renewed for additional successive renewal periods of three year terms upon
written notice by either of the parties, delivered at least 60 days prior to the expiration of the
preceding period and, in any case, the Distributor will always have the first choice of renewal.

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

Forward Looking Statements.

Certain statements in this report, including statements in the following discussion which are not
statements of historical fact, are what are known as "forward looking statements,"which are basically
statements about the future, and which for that reason, involve risk and uncertainty, since no one can
accurately predict the future.  Words such as "plans," "intends," "will," "hopes," "seeks,"
"anticipates," "expects," "goal" and "objective" often identify such forward looking statements, but
are not the only indication that a statement is a forward looking statement.  Such forward looking
statements include statements of our plans and objectives with respect to the present and future
operations of the Company, and statements which express or imply that such present and future
operations will or may produce revenues, income or profits.  Numerous factors and future events
could cause the Company to change such plans and objectives, or fail to successfully implement such
plans or achieve such objectives, or cause such present and future operations to fail to produce
revenues, income or profits.  Therefore, the reader is advised that the following discussion should be
considered in light of the discussion of risks and other factors contained in this Form 10QSB and in
the Company's other filings with the Securities and Exchange Commission, and that no statements
contained in the following discussion or in this Form 10QSB should be construed as a guarantee or
assurance of future performance or future results.

The following discussion and analysis should be read in combination with our consolidated
financial statements included in Part I, Item 1 of this Form.

We are a manufacturer and distributor of Chinese herbal medicine products in China.

In this section we discuss our results of operations on a consolidated basis.  We also discuss our
liquidity, and capital resources.

1.	Financial Condition

|                                      | September 30,
|------------------------------------- | -------------
|                                      | 2002         
|Current assets                        | $ 8,726,542  
|Property, plant and equipment         | 7,219,885    
|Goodwill, intangible assets and other | 1,842,605    
|Consolidated assets                   | $17,789,032  

TZF's consolidated assets decreased $6,033,917 from $23,822,949 at September 30, 2001 to
$17,789,032 at September 30, 2002, reflecting mainly a decrease in current assets of $3,341,734
addition to property plant and equipment of $765,309 and a decrease in the net amount of
goodwill and intangible assets of $3,457,492, the latter mainly by way of cancellation of common
shares issued of $3,483,871.



The cancellation of 5,400,000 common shares as at July 14, 2002 resulted in a reduction of capital
stock of $3,483,871 and a corresponding reduction in intangible assets for the quarter ended
September 30, 2002 of $3,483,871.

The Company has deferred liabilities of $212,562 in its Tianan subsidiary for pension and related
benefits that were accumulated to December 21, 2000, the date of acquisition, and unchanged up to
September 30, 2002.  There are no additional unfunded pension and related benefit liabilities as of
September 30, 2002.

The TZF debt-to-total-capital ratio is 35% at September 30, 2002 versus 28% at September 30, 2001,
assuming that the deferred liabilities are treated as debt.  Accordingly, the debt-to-total-capital ratio
is calculated defining "debt" as short term borrowing (current liabilities), long term debt and deferred
liabilities.  Total capital is defined as debt, plus stockholders' equity.

2.Liquidity and capital resources

|                | September 30,
|--------------- | -------------
|                | 2002         
|Working capital | $ 2,849,352  

Working capital, represented by current assets less current liabilities, decreased in the third quarter
of 2002 by $410,276 as compared to an increase of $471,296 in the third quarter of 2001. The TZF
working capital ratio is 1.5:1 at September 30, 2002 and 2.0:1 at September 30, 2001.

The decrease in working capital in the third quarter of 2002 is due mainly to expenditures on property,
plant and equipment of $585,274 and a cash used in operating activities of $99,217.

The quick ratio represented by the total of cash and cash equivalents and accounts receivable,
versus total current liabilities was 0.95:1 at September 30, 2002 and 1.1:1 at September 30, 2001.

3.	Operating activities

|                                                       | Quarter Ended September 30,
|------------------------------------------------------ | ---------------------------
|                                                       | 2002                       
|Cash flows derived from (used in) operating activities | $ (99,217)                 

Cash flow for the quarter ended September 30, 2002 is used mainly in the acquisition of fixed
assets of $585,274 and reduction in debt of $59,772.  The loan from related parties decreased by
$23,073 during the quarter.  Cash increased by $214,322 during the quarter, from $259,191 at
June 30, 2002 to $473,513 at September 30, 2002 by changes as disclosed in the cash flow
statement for the quarter ended September 30, 2002.

Cash flow for the comparative quarter ended September 30, 2001 was $827,802 from operations,
$285,793 used for investing activities, and $1,044,570 from financing activities.  Cash decreased by
$502,561 during the comparative quarter ended September 30, 2001, from $1,633,610 at June 30,
2001, to $1,131,049 at September 30, 2001.

The Company has four subsidiary companies.  Details of the consolidated operating figures for the
Company and the four subsidiary companies for the nine months ended September 30, 2002,
compared to the nine months ended September 30, 2001 extracted from the applicable financial
statements of those companies, are as follows:

Quarter #3 - Nine months ended September 30, 2002

|                                      | TZF US
Company | The BC
Company | Tian'an   | TZF
Jiangsu | Shenzhen
TZF Net | Total     
|------------------------------------- | -------------- | -------------- | --------- | ----------- | ---------------- | ----------
|Revenue                               |                |                |           |             |                  |           
|Sales                                 | $              | $      6,429   | $ 701,524 | $2,137,040  | $ 69,321         | $2,914,314
|Cost of sales                         |                | $   22,208     | 296,301   | 1,391,177   | 37,658           | 1,747,344 
|Gross profit                          |                | (15,779)       | 405,223   | 745,863     | 31,663           | 1,166,970 
|Other income (expense)                |                | (14,186)       | 11,470    |             |                  | (2,716)   
|                                      |                | (29,965)       | (416,693) | 745,863     | 31,663           | 1,164,254 
|Selling expenses                      |                |                | 98,064    | 314,971     | 66,370           | 477,425   
|Administrative costs                  | 7,548          | 163,061        | 115,829   | 143,867     | 111,653          | 541,958   
|Depreciation and
amortization         |                | 7,905          | 110,088   | 199,803     | 19,750           | 337,546   
|Loss on disposition of
capital assets |                | 26,994         |           |             |                  | 26,994    
|Bad debts                             | 8,826          | 592,582        |           |             |                  | 601,408   
|                                      | 16,374         | 790,542        | 322,001   | 658,641     | 197,773          | 1,985,331 
|Profit (Loss) before
income taxes     | (16,374)       | (820,507)      | 94,692    | 87,222      | (166,110)        | (821,077) 
|Income taxes                          |                |                | 5,497     |             |                  | 5,497     
|Net profit (loss)  for the
period     | $ (16,374      | $(820,507)     | $ 89,195  | $ 87,222    | $(166,110)       | $(826,574)

Quarter #3 - Nine months ended September 30, 2001

|                            | TZF US
Company | The BC
Company | Tian'an   | TZF JiangSu | Shenzhen
TZF Net | Total     
|--------------------------- | -------------- | -------------- | --------- | ----------- | ---------------- | ----------
|Revenue                     |                |                |           |             |                  |           
|Sales                       | $146,234       | $1,206,678     | $ 766,786 | $ 1,253,490 | $5,762,634       | $9,135,822
|Cost of sales               | 38,056         | 683,343        | 355,167   | 821,812     | 4,533,903        | 6,432,281 
|Gross profit                | 108,178        | 523,335        | 411,619   | 431,678     | 1,228,731        | 2,703,541 
|Other income                | 93             | 2,305          | 69,504    | 121,827     | 105,504          | 299,233   
|                            | 108,271        | 525,640        | 481,123   | 553,505     | 1,334,235        | 3,002,774 
|Selling expenses            |                | 16,509         | 69,004    | 143,295     | 88,356           | 317,164   
|                            | 108,248        | 509,130        | 296,513   | 251,486     | 809,226          | 1,974,603 
|Administrative costs        | 74,495         | 87,783         | 121,872   | 210,200     | 157,429          | 651,779   
|Amortization of
goodwill    |                |                | 5,520     |             | 39,726           | 45,246    
|Depreciation                |                | 14,853         | 109,859   |             | 5,467            | 130,179   
|                            | 74,495         | 119,145        | 306,225   | 353,495     | 290,978          | 1,144,368 
|                            | 33,776         | 406,495        | 174,868   | 200,010     | 1,043,257        | 1,858,406 
|Profit before

Income taxes |                |                | 27,061    |             | 319,417          | 346,478   
|Net profit for the period   | 33,776         | 406,495        | 147,807   | 200,010     | 723,840          | 1,511,928 
|Minority Interest           |                |                |           |             | 36,129           |           
|**Net Profit**              | $ 33,776       | $406,495       | $ 147,807 | $200,010    | $657,450         | $1,445,538



Consolidated Net Profit

The consolidated net loss was $223,285 for the quarter ended September 30, 2002 versus a net loss
of $474,746 for the quarter ended September 30, 2001.

Consolidated Revenue

Sales decreased to $842,645 for the quarter ended September 30, 2002, a reduction of approximately
72% versus sales of $3,037,899 for the quarter ended September 30, 2001.  Gross profit, as a
percentage of sales (excluding other income) was 38% for the quarter ended September 30, 2002
versus 37% for the quarter ended September 30, 2001.

Goodwill and intangible assets

The goodwill will be evaluated on a continuous basis as to any possible impairment.  In the opinion
of management, the operations of Tianan justify the goodwill of $147,177.  Shenzhen is expected by
management to attain earnings to continue to justify goodwill of Shenzhen of $1,059,377.  Other
intangible assets, represented by deferred costs and technology rights, that total $636,051, will also
continue be evaluated periodically, in subsequent reporting periods.  During the quarter ended
September 30, 2002, the management has decided to reduce the Company's total capital issued by
$3,483,871 by cancellation of 5,400,000 common shares previously issued for intangible assets, that
cost $3,483,871; the intangible assets have been reduced by this amount.  The Directors' Resolution
canceling these shares has been signed and is in the process of execution

5.	Investing activities

|                                                       | Quarter Ended September 30,
|------------------------------------------------------ | ---------------------------
|                                                       | 2002                       
|Cash flows provided by (used for) investing activities | $ (585,724)                

Funds were invested in the purchase of fixed assets of $585,724 for the quarter ended September 30,
2002, and $ 66,938 for the quarter ended September 30, 2001.

6.	Financing activities

|                                                       | Quarter Ended September 30,
|------------------------------------------------------ | ---------------------------
|                                                       | 2002                       
|Cash flows provided by (used for) financing activities | $ 899,263                  

Financing activities for the quarter ended September 30, 2002, reflect mainly the increase in bank loan
by $604,595. Financing activities for the quarter ended September 30, 2001 reflect mainly a decrease
in management fees of $224,538 and a corresponding reduction in management fees payable.

7.	Capital requirements

TZF has current (secured) bank loans of $1,639,661 at September 30, 2002 versus $1,968,561 at
September 30, 2001.

TZF JiangSu property, plant, and equipment is still in progress at September 30, 2002.  Certificate
of Completion of Construction is expected by the end of 2002.

At September 30, 2002 TZF management expects no further major capital expenditures to be incurred
for the balance of 2002.

ITEM 3.	CONTROLS AND PROCEDURES

The Company's Chief Executive Officer and Chief Financial Officer (or those persons
performing similar functions), after evaluating the effectiveness of the Company's disclosure controls
and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of
1934, as amended) as of a date within 90 days before the filing date of this quarterly report (the
"Evaluation Date"), have concluded that, as of the Evaluation Date, the Company's disclosure controls
and procedures were effective to ensure the timely collection, evaluation and disclosure of
information relating to the Company that would potentially be subject to disclosure under the
Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
There were no significant changes in the Company's internal controls or in other factors that could
significantly affect the internal controls subsequent to the Evaluation Date.

PART II

ITEM 1.	LEGAL PROCEEDINGS

Expediter Sales Ltd. ("Expediter") v. the BC Company

There is a claim filed against the BC Company by Expediter alleging a breach of contract and
misrepresentation.  Expediter is seeking damages for alleged loss of profits, loss of business and
goodwill, misrepresentation, set-up expenses and the alleged wrongful use of Expediter's name, and
an injunction to prevent the BC Company from selling an herbal tea in Canada.  The BC Company
terminated the contract of Expediter for non-performance and has, accordingly, counterclaimed
against Expediter for outstanding debts unpaid by Expediter.  No provision has been made in these
financial statements for any potential costs or contingent assets relating to this matter as the results
of the claim and counterclaim are not determinable at this time.

ITEM 2.  	CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On August 19, 2002, an annual shareholders' meeting was held. to elect the Board of
Directors.  The Company did not solicit proxies, and the board of directors, as previously reported,
was re-elected in its entirety.  In addition to the five existing directors, a new sixth director, Mr. Hong
(Henry) Sun, was elected.  All shares represented at the meeting voted in favor of his election.
shareholders voted to ratify the appointment of Moen and Company as the Company's auditors, and
voted to approve the Stock Option Plan approved by the Board of Directors.  30,957,386 or
approximately  87% of all the outstanding shares of the company were represented at the meeting.
One proxy for a shareholder voted against adoption of the Stock Option Plan, and one person present
at the meeting who claimed to have a power of attorney from a shareholder voted against ratification
of the appointment of the auditor.  Otherwise, the votes for approval of the Stock Option Plan and
ratification of appointment of the auditor were unanimous.

ITEM 5.	OTHER INFORMATION

None.

ITEM 6.	EXHIBITS AND REPORTS ON FORM 8-K.

(a)Exhibits 99.1 and 99.2**,** CERTIFICATION PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002**,**are filed herewith.

(b)	No reports on Form 8-K were filed during the quarter ended September 30, 2002.

SIGNATURES

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

**T.Z.F. INTERNATIONAL INVESTMENTS, INC.**

By:/S/ CHUNG YU

Chung Yu, President, Chief Executive Officer, and a Director

By: /S/ XIN CHEN

Xin Chen, Chairman of the Board

By: /S/ HONG LI

Hong Li, a Director

By: /S/ CHUN SHENG GUO

Chun Sheng Guo, a Director

By: /S/ QING LIU

Qing Liu, Vice President and a Director

By: /S/ HONG SUN

Hong Sun, Director

Date:	November 14, 2002





Exhibit 99.1
T.Z.F. INTERNATIONAL INVESTMENTS, INC.CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I,Chung Yu, certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of T.Z.F. International Investments, Inc.

2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this quarterly report;

3.  Based on my knowledge, the financial statements, and other financial information included in
this quarterly report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this quarterly
report;

4.  The registrant's other certifying officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:

a) designed such disclosure controls and procedures to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this quarterly report is
being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a
date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date");
and

c) presented in this quarterly report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.  The registrant's other certifying officers and I have disclosed, based on our most recent
evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or
persons performing the equivalent functions):

a) all significant deficiencies in the design or operation of internal controls which could
adversely affect the registrant's ability to record, process, summarize and report financial
data and have identified for the registrant's auditors any material weaknesses in internal
controls; and

b) any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant's internal controls; and

6.  The registrant's other certifying officers and I have indicated in this quarterly report whether
there were significant changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|Date: November 14, 2002 | By:/S/ CHUNG YU

Chung Yu, President, Chief Executive Officer, and a Director
|----------------------- | -----------------------------------------------------------------------------





Exhibit 99.2
T.Z.F. INTERNATIONAL INVESTMENTS, INC.
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I,Qing Liu, certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of T.Z.F. International Investments, Inc.

2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this quarterly report;

3.  Based on my knowledge, the financial statements, and other financial information included in
this quarterly report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this quarterly
report;

4.  The registrant's other certifying officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:

a) designed such disclosure controls and procedures to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this quarterly report is
being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a
date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date");
and

c) presented in this quarterly report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.  The registrant's other certifying officers and I have disclosed, based on our most recent
evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or
persons performing the equivalent functions):

a) all significant deficiencies in the design or operation of internal controls which could
adversely affect the registrant's ability to record, process, summarize and report financial
data and have identified for the registrant's auditors any material weaknesses in internal
controls; and

b) any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant's internal controls; and

6.  The registrant's other certifying officers and I have indicated in this quarterly report whether
there were significant changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|Date: November 14, 2002 | By: /S/ QING LIU

Qing Liu, Vice President and a Director
|----------------------- | ---------------------------------------------------------