This Form 10-QSB is the subject of a Form 12b-25

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 quarterly year ended  June 30, 2003

[ ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number  000-31353

T.Z.F. INTERNATIONAL INVESTMENTS, INC.
(Exact Name of small business issuer as specified in its charter)

|Nevada
(State or other jurisdiction of incorporation or organization) | 88-0404186
(I.R.S. Employer Identification No.)
|--------------------------------------------------------------------- | -----------------------------------------------

1218-1030 West Georgia Street, Vancouver, BC Canada V6E 2Y3

604.682.3818(Issuer's telephone number)

_________________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING 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 REGISTRANTS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.27,982,469 common shares issued and outstanding as of August 19, 2003

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

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles. It is the opinion of our management that the interim financial statements for the quarter ended June 30, 2003 include all adjustments necessary in order to ensure that the financial statements are not misleading.

MOEN AND COMPANY

CHARTERED ACCOUNTANTS

|PO Box 10129            |            |              
|----------------------- | ---------- | -------------
|1400 IBM Tower          | Telephone: | (604)662-8899
|701 West Georgia Street | Fax:       | (604)662-8809
|Vancouver, BC V7Y 1C6   |            |              
|                        |            |              

INDEPENDENT ACCOUNTANTS' REVIEW REPORT

Board of Directors and Stockholders

T.Z.F. International Investments, Inc.

(A Nevada Corporation)

We have reviewed the accompanying Consolidated Balance Sheets of T.Z.F. International Investments, Inc. (A Nevada Corporation) as of June 30, 2003 and June 30, 2002, and the related Consolidated Statements of Operations, Retained Earnings, Cash Flows and Changes in Stockholders' Equity for the six month periods then ended in accordance with Statements on Standards for Accounting and Review Services issued by the America Institute of Public Accountants. All information included in these financial statements is the representation of T.Z.F. International Investments, Inc.

A review consists principally of inquiries of company personnel and analytical procedures applied to financial data. It is substantially less in scope than an examination in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

On the basis of our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with United States generally accepted accounting principles (GAAP).

/s/ Moen and Company

Chartered Accountants

Vancouver, British Columbia, Canada

August 12, 2003

T.Z.F. INTERNATIONAL INVESTMENTS, INC.

(A Nevada Corporation)

Consolidated Balance Sheets

June 30, 2003 and June 30, 2002

(In US Dollars)

(Unaudited)

|                                                                | 2003        | 2002       
|--------------------------------------------------------------- | ----------- | -----------
|Assets                                                          |             |            
|Current Assets                                                  |             |            
|Cash and cash equivalents (note 3)                              | $912,361    | $259,191   
|Accounts receivable (note 4)                                    | 2,688,171   | 3,466,685  
|Prepaid expenses and deposits (note 5)                          | 7,065       | 1,702,675  
|Inventories, at lower cost or market (note 6)                   | 1,553,786   | 1,779,742  
|TOTAL CURRENT ASSETS                                            | 5,161,383   | 7,208,293  
|                                                                |             |            
|Fixed Assets (note 7)                                           | 6,773,007   | 6,716,586  
|Intangible Assets (note 9)                                      | 602,276     | 4,125,109  
|Long-term investment (Note 20)                                  | 604,595     | --         
|Goodwill, at cost (note 8)                                      | 147,177     | 1,206,554  
|                                                                |             |            
|TOTAL ASSETS (Pledged as security for bank loans - Note 12)     | $13,288,438 | $19,256,542
|                                                                |             |            
|Liabilities and Stockholders' Equity                            |             |            
|Current Liabilities                                             |             |            
|Bank loans - secured (note 12)                                  | $1,700,121  | $1,035,066 
|Accounts payable and accrued (note 10)                          | 2,609,840   | 2,353,009  
|Due to related parties, unsecured, non interest                 |             |            
|bearing, with no specific terms of repayment (note 11)          | 2,606,292   | 560,552    
|                                                                |             |            
|TOTAL CURRENT LIABILITIES                                       | 6,916,253   | 3,948,627  
|                                                                |             |            
|Long-term Liabilities                                           |             |            
|Long-term debt (note 13)                                        | 128,779     | 214,208    
|Deferred liabilities - pensions (note 16)                       | 11,987      | 212,562    
|                                                                | 140,766     | 426,770    
|Minority interest (Note 19)                                     | 272,074     | --         
|                                                                |             |            
|Stockholders' Equity                                            |             |            
|Capital stock                                                   |             |            
|Authorized                                                      |             |            
|100,000,000 common shares at $0.0001 par value                  |             |            
|Issued                                                          |             |            
|27,982,469 common shares (2002 - 35,498,505 shares) - par value | 2,798       | 3,550      
|Paid in capital in excess of par value of stock                 | 12,002,790  | 14,838,990 
|Retained earnings                                               | (5,893,469) | 33,618     
|Cumulative currency translation adjustment (note 2)             | (152,774)   | 4,987      
|                                                                | 5,959,345   | 14,881,145 
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                      | $13,288,438 | $19,256,542

|Approved on behalf of the board: |           
|-------------------------------- | ----------
|                                 | , Director
|                                 |           
|                                 | , Director

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)

|                                           | Quarter Ended | Six Months Ended
|------------------------------------------ | ------------- | ----------------
|                                           | June 30,      | June 30,        
|                                           | 2003          | 2002            
|Revenue                                    |               |                 
|Sales                                      | $841,103      | $1,022,919      
|Cost of sales                              | 595,104       | 529,507         
|Gross profit                               | 245,999       | 493,412         
|Gross profit percentage                    | 29.25%        | 48.24%          
|Other income (expense)                     | 30,480        | (17,915)        
|                                           | 276,479       | 475,497         
|Expenses                                   |               |                 
|Selling expenses                           | 284,180       | 185,928         
|Financial expenses                         | 29,354        | --              
|Administration Costs                       | 192,532       | 148,113         
|Depreciation                               | 76,667        | 162,139         
|Amortization of intangible assets          | 7,490         | --              
|Bad debts                                  | --            | 601,408         
|                                           | 590,223       | 1,097,588       
|Profit (loss) before income taxes          | (313,744)     | (622,091)       
|Income taxes (note 14)                     | --            | 1,939           
|Net profit (loss) from operations          | (313,744)     | (624,030)       
|Minority interest                          | (43,152)      | --              
|Net profit (loss) for the period           | $(270,592)    | $(624,030)      
|Basic profit (loss) per share              | $(0.01)       | $(0.02)         
|Diluted profit (loss) per share, excluding |               |                 
|anti-dilution effects on loss per share    | $(0.01)       | $(0.02)         
|Weighted average number of                 |               |                 
|common shares used to                      |               |                 
|compute profit (loss) per share            |               |                 
|Basic                                      | 27,982,469    | 35,498,505      
|Diluted                                    | 38,272,476    | 45,788,512      

See Accompanying Notes and Independent Accountants' Review Report

T.Z.F. INTERNATIONAL INVESTMENTS, INC.

(A Nevada Corporation)

Consolidated Statements of Retained Earnings (Deficit)

(In US Dollars)

(Unaudited)

|                                 | Quarter Ended | Six Months Ended
|-------------------------------- | ------------- | ----------------
|                                 | June 30,      | June 30,        
|                                 | 2003          | 2002            
|                                 |               |                 
|Retained earnings (deficit),     |               |                 
|beginning of period              | $(5,622,877)  | $657,648        
|                                 |               |                 
|Net profit (loss) for the period | (270,592)     | (624,030)       
|                                 |               |                 
|Retained earnings (deficit),     |               |                 
|end of period                    | $(5,893,469)  | $33,618         

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)

|                                           | Quarter Ended | Six Months Ended
|------------------------------------------ | ------------- | ----------------
|                                           | June 30,      | June 30,        
|                                           | 2003          | 2002            
|Cash derived from (used for)               |               |                 
|Operating activities                       |               |                 
|Net profit (loss) for the period           | $(270,592)    | $(624,030)      
|Items not requiring use of cash            |               |                 
|Depreciation                               | 76,667        | 162,139         
|Amortization of intangible assets          | 7,490         |                 
|Cumulative currency translation adjustment | (218,957)     | --              
|Minority interest                          | (191,855)     | --              
|Changes in non-cash working capital items  |               |                 
|Accounts receivable                        | 291,301       | 395,897         
|Prepaid expenses and deposits              | (1,818)       | 524,435         
|Inventories                                | (105,867)     | 337,859         
|Accounts payable and accrued               | (545,115)     | (32,458)        
|                                           | (958,746)     | 763,842         
|                                           |               |                 
|Financing activities                       |               |                 
|Long-term debt                             | (11,245)      | (40,011)        
|Bank loans                                 |               | (749,698)       
|Deferred liabilities - pensions            |               | --              
|Due to related parties                     | 1,609,574     | 245,846         
|                                           | 1,598,329     | (543,863)       
|                                           |               |                 
|Investing activities                       |               |                 
|Fixed assets disposal (acquired)           | 469,017       | (350,224)       
|Intangible assets                          |               | --              
|Long-term investment                       | (604,595)     | --              
|                                           | (135,578)     | (350,224)       
|                                           |               |                 
|Cash, increase (decrease)                  |               |                 
|during the period                          | 504,005       | (130,245)       
|                                           |               |                 
|Cash, beginning of period                  | 408,356       | 389,436         
|                                           |               |                 
|Cash, end of period                        | $912,361      | $259,191        

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 June 30, 2003

(Unaudited)

|                                                     | Number of   |         | Additional  | Total       | Retained     | Cumulative  | Total        
|---------------------------------------------------- | ----------- | ------- | ----------- | ----------- | ------------ | ----------- | -------------
|                                                     | Common      | Par     | Paid-in     | Capital     | Earnings     | Translation | Stockholders'
|                                                     | Shares      | Value   | Capital     | Stock       | (Deficit)    | Adjustment  | Equity       
|                                                     |             |         |             |             |              |             |              
|9/25/98 issuance of common                           |             |         |             |             |              |             |              
|stock for cash                                       | 1,000,000   | $1,000  | $1,500      | $2,500      |              |             | $2,500       
|Net loss for year ended December 31, 1998            |             |         |             |             | $(1,115)     |             | (1,115)      
|Balance, December 31, 1998                           | 1,000,000   | 1,000   | 1,500       | 2,500       | (1,115)      |             | 1,385        
|2/17/99 issuance of common stock for cash            | 600,000     | 600     | 59,400      | 60,000      |              |             | 60,000       
|Net loss for year ended December 31, 1999            |             |         |             |             | (7,515)      |             | (7,515)      
|Balance, December 31, 1999                           | 1,600,000   | 1,600   | 60,900      | 62,500      | (8,630)      |             | 53,870       
|4/30/00 cancellation of common stock                 |             |         |             |             |              |             |              
|and transfer of par value to paid-in capital         | (1,000,000) | (1,000) | 1,000       |             |              |             |              
|Balance, April 30, 2000                              |             |         |             |             |              |             |              
|before forward split                                 | 600,000     | 600     | 61,900      | 62,500      | (8,630)      |             | 53,870       
|                                                     |             |         |             |             |              |             |              
|05/15/00 10 to 1 forward split                       | 6,000,000   | 600     | 61,900      | 62,500      | (8,630)      |             | 53,870       
|05/15/00 issuance of common stock for services       | 250,000     | 25      | 252,375     | 252,400     |              |             | 252,400      
|05/15/00 issuance of common                          |             |         |             |             |              |             |              
|stocks for the BC Company                            | 18,451,843  | 1,845   | 5,351,087   | 5,352,932   |              |             | 5,352,932    
|7/4/00 issuance of common stock for cash             | 340,000     | 34      | 343,216     | 343,250     |              |             | 343,250      
|9/30/00 issuance of common stock for cash            | 615,466     | 62      | 621,286     | 621,348     |              |             | 621,348      
|10/19/00 issuance of common stock for cash           | 10,000      | 1       | 10,999      | 11,000      |              |             | 11,000       
|11/19/00 issuance of common stock for cash           | 230,000     | 23      | 252,977     | 253,000     |              |             | 253,000      
|12/28/00 issuance of common stock for debt           | 10,000,000  | 1,000   | 4,999,000   | 5,000,000   |              |             | 5,000,000    
|Net profit (loss) for year ended                     |             |         |             |             |              |             |              
|December 31, 2000 - as restated                      |             |         |             |             | (749,965)    |             | (749,965)    
|Negative goodwill - gain on                          |             |         |             |             |              |             |              
|acquisition TZF Jiangsu                              |             |         | 3,333,103   | 3,333,103   |              |             | 3,333,103    
|Cumulative translation adjustment                    |             |         |             |             |              | 4,383       | 4,383        
|Balance, December 31, 2000                           | 35,897,309  | 3,590   | 15,225,943  | 15,229,533  | (758,595)    | 4,383       | 14,475,321   
|1/1/01 capital contributed                           |             |         | 177,946     | 177,946     |              |             | 177,946      
|12/31/01 capital contribution adjustment             |             |         | (158,505)   | (158,505)   |              |             | (158,505)    
|12/31/01 cancellation of common stock                | (398,804)   | (40)    | (406,394)   | (406,434)   |              |             | (406,434)    
|Net profit (loss) for year ended                     |             |         |             |             |              |             |              
|December 31, 2001 - as restated                      |             |         |             |             | (1,077,531)  |             | (1,077,531)  
|Cumulative translation adjustment                    |             |         |             |             |              | 604         | 604          
|Balance, December 31, 2001                           | 35,498,505  | 3,550   | 14,838,990  | 14,842,540  | (1,836,126)  | 4,987       | 13,011,401   
|9/30/02 capital contribution adjustment              |             |         | 354,440     | 354,440     |              |             | 354,440      
|7/14/02 cancellation of common stock and             |             |         |             |             |              |             |              
|reduction in technology rights (Note 9(b)            | (5,400,000) | (540)   | (3,483,331) | (3,483,871) |              |             | (3,483,871)  
|12/31/02 capital contribution adjustment             |             |         | 79,917      | 79,917      |              |             | 79,917       
|Net profit (loss) for year ended December 31, 2002   |             |         |             |             | (2,764,851)  |             | (2,764,851)  
|Cumulative translation adjustment                    |             |         |             |             |              | 50,114      | 50,114       
|Balance, December 31, 2002                           | 30,098,505  | 3,010   | 11,790,016  | 11,793,026  | (4,600,977)  | 55,101      | 7,247,150    
|3/31/2003 capital contribution adjustment            |             |         | 212,562     | 212,562     |              |             | 212,562      
|6/30/03 re: 2002 cancellation of common stock        | (2,116,036) | (212)   | 212         |             | --           |             | --           
|Net profit (loss) for six months ended June 30, 2003 |             |         |             |             | (1,292,492)  |             | (1,292,492)  
|Cumulative translation adjustment                    |             |         |             |             |              | (207,875)   | (207,875)    
|Balance, June 30, 2003                               | 27,982,469  | $2,798  | $12,002,790 | $12,005,588 | $(5,893,469) | $(152,774)  | $5,959,345   

See Accompanying Notes and Independent Accountants' Review Report

T.Z.F. INTERNATIONAL INVESTMENTS, INC.

(A Nevada Corporation)

Notes to Consolidated Financial Statements

June 30, 2003

(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.

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. ("The BC Company), and Tianan Investment Limited (and its wholly-owned subsidiary Tianan Pharmacy (Xiamen) Co. Ltd.) ("Tianan"), and TZF International Herbs (Jiangsu) Co. Ltd. ("TZF Jiangsu" and Shenzhen Tianzhifu Network Technology Ltd. ("TZF Shenzhen"). 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 December 31, 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 for the current period or in the comparative figures.

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.

T.Z.F. INTERNATIONAL INVESTMENTS, INC.

(A Nevada Corporation)

Notes to Consolidated Financial Statements

June 30, 2003

(In U.S. Dollars)

(Unaudited)

Note 2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

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.

Restatement of figures in previous quarter ended March 31, 2003

Selling expenses of $816,590 disclosed for the quarter ended March 31, 2003 included bad debts of $481,330, which are now disclosed separately in the statement of operations for the six months ended June 30, 2003.

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.

T.Z.F. INTERNATIONAL INVESTMENTS, INC.

(A Nevada Corporation)

Notes to Consolidated Financial Statements

June 30, 2003

(In U.S. Dollars)

(Unaudited)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)



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 June 30, 2003 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                 
|Electronic 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                 

T.Z.F. INTERNATIONAL INVESTMENTS, INC.

(A Nevada Corporation)

Notes to Consolidated Financial Statements

June 30, 2003

(In U.S. Dollars)

(Unaudited)

Note 2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

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, Tiana Pharmacy (Xiamen) Co. Ltd, T.Z.F. International Herbs (Jiangsu) Co. Ltd. and Shenzhen Tianzifu Network Technology Ltd. are in Chinese Yuan. 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 currency translation adjustment as disclosed as part of stockholders' equity, is as follows:

T.Z.F. INTERNATIONAL INVESTMENTS, INC.

(A Nevada Corporation)

Notes to Consolidated Financial Statements

June 30, 2003

(In U.S. Dollars)

(Unaudited)

Note 2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)



|                             |   |           | Six Months Ended
|---------------------------- | - | --------- | ----------------
|                             |   |           | June 30,        
|                             |   | 2003      |                 
|Balance, Beginning of period | $ | 55,101    | $               
|Change during the period     |   | (207,875) |                 
|Balance, End of period       | $ | (152,774) | $               

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 year.

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 June 30, 2003 the inventories total $1,553,786 (June 30, 2002 - $1,779,742) (see note 6).

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.

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.

T.Z.F. INTERNATIONAL INVESTMENTS, INC.

(A Nevada Corporation)

Notes to Consolidated Financial Statements

June 30, 2003

(In U.S. Dollars)

(Unaudited)

Note 2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

Segmented Information

The Company's identifiable assets as at June 30, 2003, on a consolidated basis, are located in the following countries:



|Canada        | $589,594   
|------------- | -----------
|China         | 12,694,458 
|United States | 4,386      
|              | $13,288,438

Note 3. CASH AND CASH EQUIVALENTS

The total for cash and equivalents as at June 30, 2003, is made up as follows:



|      | TZF US  | The BC  |          | TZF      | TZF      |         
|----- | ------- | ------- | -------- | -------- | -------- | --------
|      | Company | Company | Tianan   | Jiangsu  | Shenzhen | Total   
|      |         |         |          |          |          |         
|Total | $4,386  | $9,669  | $170,161 | $364,719 | $363,426 | $912,361

Note 4. ACCOUNTS RECEIVABLE

The accounts receivable balance as at June 30, 2003, is made up as follows:



|                           | TZF US  | The BC  |            | TZF        | TZF      |           
|-------------------------- | ------- | ------- | ---------- | ---------- | -------- | ----------
|                           | Company | Company | Tianan     | Jiangsu    | Shenzhen | Total     
|                           |         |         |            |            |          |           
|Accounts receivable, trade | $0      | $2,222  | $314,809   | $964,079   | $3,254   | $1,284,364
|Accounts receivable, other | 0       | 6,750   | 756,372    | 91,580     | 549,105  | 1,403,807 
|Total                      | $0      | $8,972  | $1,071,181 | $1,055,659 | $552,359 | $2,688,171

Note 5. PREPAID EXPENSES AND DEPOSITS

The balance of prepaid expenses and deposits as at June 30, 2003 is made up as follows:



|      | The BC  |        | TZF      |       
|----- | ------- | ------ | -------- | ------
|      | Company | Tianan | Shenzhen | Total 
|      |         |        |          |       
|Total | $5,939  | $0     | $1,126   | $7,065

T.Z.F. INTERNATIONAL INVESTMENTS, INC.

(A Nevada Corporation)

Notes to Consolidated Financial Statements

June 30, 2003

(In U.S. Dollars)

(Unaudited)

Note 6. INVENTORIES

The inventories as at June 30, 2003, are made up as follows:



|      | The BC  |          | TZF        | TZF      |           
|----- | ------- | -------- | ---------- | -------- | ----------
|      | Company | Tianan   | Jiangsu    | Shenzhen | Total     
|      |         |          |            |          |           
|Total | $0      | $188,404 | $1,024,433 | $340,949 | $1,553,786

Note 7. 	FIXED ASSETS

The totals for fixed assets and accumulated depreciation as at June 30, 2003, are made up as follows:

(a) Fixed Asset Schedule by Category



|                              | The BC  |            | TZF        | TZF      |           
|----------------------------- | ------- | ---------- | ---------- | -------- | ----------
|Cost                          | Company | Tianan     | Jiangsu    | Shenzhen | Total     
|Computer equipment            | $14,364 | $          | $          | $        | $14,364   
|Office equipment              | 14,286  |            |            |          | 14,286    
|Property, plant and equipment |         | 2,336,924  | 5,359,021  | 220,488  | 7,916,433 
|Total                         | $28,650 | 2,336,924  | 5,359,021  | 220,488  | 7,945,083 
|Accumulated Depreciation      |         |            |            |          |           
|Computer equipment            | 9,875   |            |            |          | 9,875     
|Office equipment              | 8,119   |            |            |          | 8,119     
|Property, plant and equipment |         | 888,662    | 223,196    | 42,224   | 1,154,082 
|Total                         | 17,994  | 888,662    | 223,196    | 42,224   | 1,172,076 
|Net Book Value                |         |            |            |          |           
|Computer equipment            | 4,489   |            |            |          | 4,489     
|Office equipment              | 6,167   |            |            |          | 6,167     
|Property, plant and equipment | 0       | 1,448,262  | 5,135,825  | 178,264  | 6,762,351 
|Total                         | $10,656 | $1,448,262 | $5,135,825 | $178,264 | $6,773,007

T.Z.F. INTERNATIONAL INVESTMENTS, INC.

(A Nevada Corporation)

Notes to Consolidated Financial Statements

June 30, 2003

(In U.S. Dollars)

(Unaudited)

Note 7. 	FIXED ASSETS (Cont'd)

(b) Fixed Asset Schedule by Company



|Fixed Assets |            | Additions /    |            | Accumulated    | Net       
|------------ | ---------- | -------------- | ---------- | -------------- | ----------
|             | Balance    | (Deductions)   | Balance    | Depreciation & | Balance   
|             | 12/31/02   | 01/01-06/30/03 | 06/30/03   | Amortization   | 06/30/03  
|             |            |                |            |                |           
|Tianan       | $2,334,558 | $2,366         | $2,336,924 | $888,662       | $1,448,262
|TZF Jiangsu  | 5,830,404  | (471,383)      | 5,359,021  | 223,196        | 5,135,825 
|TZF Shenzhen | 220,488    | 0              | 220,488    | 42,224         | 178,264   
|BC Company   | 51,466     | (22,816)       | 28,650     | 17,994         | 10,656    
|Total        | $8,436,916 | $(491,833)     | $7,945,083 | $1,172,076     | $6,773,007



Accumulated Depreciation and Amortization



|             |            | Depreciation     |            |             
|------------ | ---------- | ---------------- | ---------- | ------------
|             | Balance    | and Amortization | Adjustment | Balance     
|             | 12/31/02   | 01/01-06/30/03   | 06/30/03   | Amortization
|             |            |                  |            |             
|Tianan       | $843,237   | $45,425          | $          | 888,662     
|TZF Jiangsu  | 125,956    | 97,240           |            | 223,196     
|TZF ShenZhen | 30,949     | 11,275           |            | 42,224      
|BC Company   | 37,450     | 3,360            | (22,816)   | 17,994      
|Total        | $1,037,592 | $157,300         | $(22,816)  | 1,172,076   

Note 8. GOODWILL

As at June 30, 2003, goodwill is made up as follows:



|                                |          | TZF         |            
|------------------------------- | -------- | ----------- | -----------
|                                | Tianan   | Shenzhen    | Total      
|                                |          |             |            
|Goodwill on acquisitions        | $147,177 | $1,059,377  | $1,206,554 
|Deduct: Goodwill impairment     |          |             |            
|in year ended December 31, 2002 | --       | (1,059,377) | (1,059,377)
|Balance as at June 30, 2003     | $147,177 | $0          | $147,177   

The goodwill will be evaluated at each reporting period as to any possible impairment. The anticipated earnings of Tianan justify the goodwill of $147,177. Based on FAS-142, par. 18, goodwill is not amortized and is tested for impairment at a level of reporting referred to as a reporting unit. Accordingly, the goodwill incurred by TZF Shenzhen of $1,059,377 was written off in the year ended December 31, 2002 as goodwill impairment. There is no goodwill impairment during the first six months of 2003.

T.Z.F. INTERNATIONAL INVESTMENTS, INC.

(A Nevada Corporation)

Notes to Consolidated Financial Statements

June 30, 2003

(In U.S. Dollars)

(Unaudited)

Note 9. INTANGIBLE ASSETS

Summary of Intangible Assets



|                              |          | Depreciation    |           
|----------------------------- | -------- | --------------- | ----------
|                              | Balance  | (First Six      | Balance   
|                              | 12/31/02 | Months of 2003) | 06/30/2003
|                              |          |                 |           
|Deferred costs - (a) Below    | $100,560 | $52,642         | $47,918   
|Technology rights - (b) Below | 554,358  | 0               | 554,358   
|Total                         | $654,918 | $52,642         | $602,276  

(a) Deferred Costs

As at June 30, 2003, deferred costs are as follows:



|                                           | 12/31/02 | Depreciation |                 
|------------------------------------------ | -------- | ------------ | ----------------
|                                           |          | TZF          | First six months
|                                           | Tianan   | Shenzhen     | of 2003         
|Website development - to be amortized over |          |              |                 
|30 months after completion of the Website  | $        | $67,809      | $30,446         
|New product development costs              | 32,751   |              | 22,196          
|                                           | $32,751  | $67,809      | $52,642         

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 Common Shares, 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 (US$4,038,229).

As at July 14, 2002 the technology rights have been reevaluated by management resulting in a write down of the technology rights by $3,483,871 (CAD$5,400,000) and a return to treasury of 5,400,000 Common Shares previously issued for this technology and, accordingly, a reduction in issued capital stock of par value of $540 and a reduction in additional paid in capital of $3,483,331. The vendors of the technology are to retain 600,000 Common Shares.

T.Z.F. INTERNATIONAL INVESTMENTS, INC.

(A Nevada Corporation)

Notes to Consolidated Financial Statements

June 30, 2003

(In U.S. Dollars)

(Unaudited)

Note 10. ACCOUNTS PAYABLE AND ACCRUED

Details of the total of accounts payable and accrued as at June 30, 2003, are as follows:



|      | TZF US  | The BC  |          | TZF        | TZF      |           
|----- | ------- | ------- | -------- | ---------- | -------- | ----------
|      | Company | Company | Tianan   | Jiangsu    | Shenzhen | Total     
|      |         |         |          |            |          |           
|Total | $       | $1,897  | $157,150 | $1,556,243 | $894,550 | $2,609,840

Note 11. RELATED PARTY TRANSACTIONS

The amount of $2,606,292 represents loans to the Company from related parties as at June 30, 2003, is unsecured, non interest bearing, with no specific terms of repayment.

Note 12. BANK LOANS

Details of bank loans as at June 30, 2003, are as follows:

a) TZF Jiangsu

As at June 30, 2003, TZF Jiangsu has bank loans, as follows, secured by its assets:



|                                              |               | Principal |              
|--------------------------------------------- | ------------- | --------- | -------------
|                                              | Period of     | Chinese   | Equivalent to
|                                              | Loan          | RMB       | US$          
|                                              |               |           |              
|Industries and Commerce Bank of Jianhu, China | 8/6/02-8/5/03 | 9,560,000 | 1,155,985    

b) TZF Tianan

As at June 30, 2003, TZF Tianan has bank loans, as follows, secured by its assets:



|                                  |                   | Principal |              
|--------------------------------- | ----------------- | --------- | -------------
|                                  | Period of         | Chinese   | Equivalent to
|                                  | Loan              | RMB       | US$          
|                                  |                   |           |              
|Fujian Xingye Bank, Xiamen, China | 7/25/02 - 7/24/03 | 4,500,000 | 544,136      

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

Summary of the above Bank loans payable at June 30, 2003:

T.Z.F. INTERNATIONAL INVESTMENTS, INC.

(A Nevada Corporation)

Notes to Consolidated Financial Statements

June 30, 2003

(In U.S. Dollars)

(Unaudited)

Note 12. BANK LOANS (Cont'd)



|                                              |          | TZF        |           
|--------------------------------------------- | -------- | ---------- | ----------
|                                              | Tianan   | Jiangsu    | Total     
|                                              |          |            |           
|Fujian Xingye Bank, Xiamen, China             | $544,136 | $          | $544,136  
|Industries and Commerce Bank of Jianhu, China |          | 1,155,985  | 1,155,985 
|Total                                         | $544,136 | $1,155,985 | $1,700,121

Note 13. LONG-TERM LIABILITIES

The long-term debt of $128,779 represents unsecured, non-interest bearing long-term accounts payable owing by Second Pharmacy, with payment deferred.

Note 14. 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, 2001 and 2002. To December 31, 2002, the BC Company had an accumulated loss with no income taxes payable.

(c) The income tax incurred for the Chinese subsidiary company -- Tianan is of $8,922.

(d) No deferred tax is recorded as an asset at June 30, 2003 as it is offset by a provision, due to uncertainty of utilization of the tax losses.

Note 15. 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 months rent due at the time of signing has been paid and is recorded as prepaid expense and deposit at June 30, 2003.

Commitment for future lease payments is as follows:



|                  | Total  
|----------------- | -------
|                  |        
|01/07/03-12/31/03 | $18,354
|2004 (8 months)   | $24,472

T.Z.F. INTERNATIONAL INVESTMENTS, INC.

(A Nevada Corporation)

Notes to Consolidated Financial Statements

June 30, 2003

(In U.S. Dollars)

(Unaudited)

Note 16. PENSION AND EMPLOYMENT LIABILITIES

The Company has liabilities which are deferred as at June 30, 2003, for pension, post-employment benefits or post-retirement benefits in Shenzhen in the amount of $11,987. The Company recorded $212,562 for pension, post-employment benefits or post-retirement benefits in Tianan, and Management has determined that there is no further obligation and, accordingly, the amount has been added to additional Paid in Capital during the quarter ended March 31, 2003.

Note 17. LAWSUITS (See Note 21 - Subsequent Events)

a)	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 of a 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.

b)	Canadian Freightways Limited v. Expediter Sales Ltd. (Expediter") and the BC Company

Canadian Freightways Limited has commenced a Small Claims action against Expediter for unpaid shipping invoices. Expediter added the BC Company as a third party. The amount claimed is $4,299.17.

Note 18. OPERATIONS OF SUBSIDIARY COMPANIES

Details of the operating figures for the Company and the four subsidiary companies for the six-month ended June 30, 2003, extracted from the applicable financial statements of those companies, are as follows:

T.Z.F. INTERNATIONAL INVESTMENTS, INC.

(A Nevada Corporation)

Notes to Consolidated Financial Statements

June 30, 2003

(In U.S. Dollars)

(Unaudited)

Note 18. OPERATIONS OF SUBSIDIARY COMPANIES (Cont'd)



|                                  | TZF US    | The BC     |            | TZF        | TZF        |             
|--------------------------------- | --------- | ---------- | ---------- | ---------- | ---------- | ------------
|                                  | Company   | Company    | Tianan     | Jiangsu    | Shenzhen   | Total       
|Revenue                           |           |            |            |            |            |             
|Sales                             | $0        | $0         | $528,576   | $1,054,554 | $50,299    | $1,633,429  
|Cost of sales                     | 0         | 0          | 200,838    | 863,047    | 37,267     | 1,101,152   
|Gross profit                      |           | 0          | 327,738    | 191,507    | 13,032     | 532,277     
|Other income (expense)            |           | 0          | 7,668      | 2,395      | 26,986     | 37,049      
|                                  |           | 0          | 335,406    | 193,902    | 40,018     | 569,326     
|Selling expenses                  |           | 323,234    | 134,104    | 162,102    | 619,440    |             
|Administration costs              | 23,584    | 239,467    | 51,663     | 165,206    | 65,275     | 545,195     
|Financial expenses                | 218       | 61         | 14,389     | 45,263     | (43)       | 59,888      
|Depreciation and amortization     |           | 3,360      | 45,425     | 97,240     | 11,275     | 157,300     
|Amortization of intangible
assets |           |            | 22,196     |            | 30,446     | 52,642      
|Bad debts                         |           |            | 481,330    |            |            | 481,330     
|                                  | 23,802    | 242,888    | 938,237    | 441,813    | 269,055    | 1,915,795   
|Profit (Loss) before              |           |            |            |            |            |             
|income taxes                      | (23,802)  | (242,888)  | (602,831)  | (247,911)  | (229,037)  | (1,346,469) 
|Income taxes                      |           |            | 8,922      |            |            | 8,922       
|Net profit (loss)                 |           |            |            |            |            |             
|from operations                   | (23,802)  | (242,888)  | (611,753)  | (247,911)  | (229,037)  | (1,355,391) 
|Minority interest                 |           |            |            |            | (62,899)   | (62,899)    
|Net profit (loss)                 |           |            |            |            |            |             
|for the period                    | $(23,802) | $(242,888) | $(611,753) | $(247,911) | $(166,138) | $(1,292,492)

Note 19. LIABILITY - MINORITY INTEREST -- $272,074

There is a liability for a minority interest of 40% in TZF ShenZhen; two individuals hold a total of 7%, and one company holds 33%.

Note 20. LONG-TERM INVESTMENT

On April 8, 2003, all stockholders of TZF ShenZhen made an investment resolution to invest $604,595 (RMB5,000,000) to set up a new company named ShenZhen TZF Pharmacy Co., Ltd. This amount is disclosed as a long-term investment in these financial statements, and in future at its inception of operations it will be consolidated with TZF ShenZhen and TZF International Investments, Inc.

Note 21. SUBSEQUENT EVENTS

The Company is subsequently negotiating settlement of the lawsuits as outlined in Note 17 (above).

Item 2.	Management's Discussion and Analysis.

FORWARD-LOOKING STATEMENTS

You should read the following discussion of our financial condition and results of operations together with the consolidated interim unaudited financial statements and the notes to consolidated unaudited financial statements included elsewhere in this filing. Much of the information included in this quarterly report includes or is based upon estimates, projections or other "forward-looking statements". Such forward-looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested herein. We undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Such estimates, projections or other "forward-looking statements" involve various risks and uncertainties as outlined below. We caution readers of this quarterly report that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward-looking statements". In evaluating us, our business and any investment in our business, readers should carefully consider the risk factors that are included at page 27 of this quarterly report.

Our consolidated financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our consolidated financial statements and the related notes that appear elsewhere in this quarterly report.

As used in this quarterly report, the terms "we", "us", "our company", and "TZF" mean T.Z.F. International Investments, Inc., unless otherwise indicated. All dollar amounts refer to US dollars unless otherwise indicated.

General

We, through our four subsidiaries in China and Canada, manufacture, market and distribute pharmaceutical and health food products, including Japonica capsules and Bear Bile capsules. Through our medical manufacturing plant located in Jiangsu Province, we produce both pharmaceutical active ingredients and pharmaceutical preparations including chemically combined pharmaceutical active ingredients, tablets, capsules, syrups, infusion solutions and tincture solutions. Through plant located in the Torch High Tech Development Zone of Xiamen, China, we manufacture Chinese herbal medicine products which are sold in China.

Results of Operations for the Three-Month Periods ended June 30, 2003 and June 30, 2002

Assets and Liabilities

Our consolidated assets decreased $5,968,104 from $19,256,542 as at June 30, 2002 to $13,288,438 as at June 30, 2003, reflecting a decrease in current assets of $2,046,910 and goodwill write off of $1,059,377 at December 31, 2002. Also, $481,330 of prepaid expenses and deposits were written off at March 31, 2003 due to the loss of the advanced payment by one of our subsidiaries, Tianan, to some farmers, who grew Linzhi, the raw material for one of the Tianan's key products, because of the bad weather (the reason for the advanced payment to the Linzhi farm is to reduce the purchase cost of the raw material from the market) and some unrecoverable receipts because of the rebate in sales in year 2001.

We had deferred liabilities of $212,562 in our subsidiary, Tianan, for pension and related benefits that were accumulated to December 21, 2000, the date of acquisition, and unchanged as at December 31, 2002. However, our management has determined that there is no further liability and has added this amount to paid in capital. There is $11,987 of pension and related benefit liabilities in our ShenZhen subsidiary as at June 30, 2003.

Our debt-to-total-capital ratio was 53% at June 30, 2003 versus 22.7% at June 30, 2002, 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. The debt ratio has increased during this quarter because of the decreased assets resulting from the above mentioned write-offs.

Goodwill And Intangible Assets

The goodwill will be evaluated on a continuous basis as to any possible impairment. In the opinion of our management, the operations of Tianan justify the goodwill of $147,177. And goodwill of ShenZhen of $1,059,377 was written off as a test for goodwill impairment as at the year ended December 31, 2002, following FASB-142, revealed that the goodwill had been impaired and should be written down by $1,059,377. Other intangible assets, represented by deferred costs and technology rights, that net $147,177 as at the period ended June 30, 2003, will also continue to be evaluated periodically, in subsequent reporting periods.

Minority Interest

TZF Shenzhen originally had 90% interest in TZF Health Foods Co. Ltd., a Chinese company co., specializing in marketing health food products. The minority interest of TZF Health Foods Co. Ltd. was increased since January, 2003 due to the increase of the contributed capital from $120,919 (RMB1,000,000) to $1,209,190 (RMB10,000,000) and consequently the minority shareholders' interest increased to $463,929 presenting 40% of the total shares of TZF Health Foods Ltd.

Sales and Net Loss

The consolidated net loss was $(270,592) for the quarter ended June 30, 2003 as compared to a net loss of $(624,030) for the quarter ended June 30, 2002. Sales for the three-month period ended June 30, 2003 were $841,103, compared to $1,022,919 for the three-month period ended June 30, 2002 representing a 17.8% decrease.

The decrease of the sales was due to the process of being certified by Goods Manufacture Practic for the two pharmaceutical companies, which affected the normal operations and increased the cost of production and other expenses. However, being certified by Goods Manufacture Practic will strengthen the competitive ability, increase the efficiency and quality of the production, and most importantly Goods Manufacture Practic certification is a must for all the manufactures of medicines products in China.

Since inception through June 30, 2003, we have incurred aggregate net losses of $(5.9) million. The losses were primarily incurred as a result of the write-offs in goodwill as the goodwill impairment, the write-offs of the bad debts or account receivables, and the increased operating cost due to the regulatory requirements in China. We believe that we will continue to incur losses until we generate sufficient revenues to cover all of our operating expenses.

Cost of sales and Operating Expenses

Total operating costs were $590,223 for the quarter ended June 30, 2003 and $1,097,588 for the quarter ended June 30, 2002. The total operating costs decreased from 107% of sales in the quarter ended June 30, 2002 to 70% of sales in the quarter ended June 30, 2003, mainly due to the decrease of bad debts. Also, $481,330 of prepaid expenses and deposits were written off at June 30, 2003 and we incurred $0 of amortization of intangible assets in the quarter ended June 30, 2003.

Sales & Marketing

Our sales and marketing costs consist primarily of office costs, wages and salaries and lease expenses in sales departments, advertising and promotion, and unrecoverable advances to customers. Total costs were $284,180 and $185,928 for the three-month periods ended June 30, 2003 and June 30, 2002 respectively, representing an increase of $98,252 or 53%.

The increase of $98,252 in sales and marketing expense is a result of increasing the cost of promotion and marketing at June 30, 2003.

General and Administrative

Our general and administrative costs consist primarily of wages and salaries, lease expenses, travel expenses, union fees, training fee, in administrative departments. General and administrative costs were $192,532 and $148,113 for the three month periods ended June 30, 2003 and June 30, 2002 respectively, representing an increase of $44,419 or 30% in our general and administrative costs.

The increase of $44,419 in general and administrative costs between the three month periods ended June 30, 2003 and 2002, is a result of the increase in wages and salaries, travel expenses and the training cost because of the increase of employees in TZF Health Food Co. Ltd.

Depreciation and Amortization

Our depreciation and amortization expense consist primarily of depreciation of property, plant and equipment in subsidiary companies in China. Depreciation and amortization expenses were $84,157 and $162,137 for the three month periods ended June 30, 2003 and June 30, 2002 respectively, representing a decrease of $77,980 or 48%.

The decrease of $77,980 in depreciation and amortization expenses between the three month periods ended June 30, 2003 and 2002, is due to the decrease of the total assets because of the write-off of the intangible assets ad the increase of the fixed assets disposal during the period.

Results of Operations for the Six-Month Periods ended June 30, 2003 and June 30, 2002

Sales and Net Loss

The consolidated net loss was $(270,592) for the quarter ended June 30, 2003 as compared to a net loss of $(624,030) for the quarter ended June 30, 2002. Sales for the six-month period ended June 30, 2003 were $1,633,429, compared to $2,071,669 for the six-month period ended June 30, 2002 representing a decrease of $438,240 or 21%.

The decrease of the sales was due to the process of being certified by Goods Manufacture Practice for the two pharmaceutical companies, which affected the normal operations and increased the cost of production and other expenses. However, being certified by Goods Manufacture Practic will strengthen the competitive ability, increase the efficiency and quality of the production, and most importantly Goods Manufacture Practice certification is a must for all the manufactures of medicines products in China.

Since inception through June 30, 2003, we have incurred aggregate net losses of $(5.9) million. The losses were primarily incurred as a result of the write-offs in goodwill as the goodwill impairment, the write-offs of the bad debts or account receivables, and the increased operating cost due to the regulatory requirements in China. We believe that we will continue to incur losses until we generate sufficient revenues to cover all of our operating expenses.

Cost of sales and Operating Expenses

Total operating costs were $1,915,795 for the six months ended June 30, 2003 and $1,440,874 for the six months ended June 30, 2002. The total operating costs increased from 69.6% of sales in the six months ended June 30, 2002 to 117% of sales in the six months ended June 30, 2003, mainly due to the increase of the expenses related to the GMP approval and increasing competition in the market. Also, $481,330 of prepaid expenses and deposits were written off at June 30, 2003 and we incurred $209,942 of amortization of intangible assets in the six months ended June 30, 2003.

Sales & Marketing

Our sales and marketing costs consist primarily of office costs, wages and salaries and lease expenses in sales departments, advertising and promotion, and unrecoverable advances to customers. Total costs were $619,440 and $296,122 for the six month periods ended June 30, 2003 and June 30, 2002 respectively, representing an increase of $409,498 or 138%.

The increase of $409,498 in sales and marketing expense is a result of recording the loss of the advanced payment of $481,330 as the prepaid expenses, writing-off the rebate amount in sales and increasing the cost of promotion and marketing at June 30, 2003.

General and Administrative

Our general and administrative costs consist primarily of wages and salaries, lease expenses, travel expenses, union fees, training fee, in administrative departments. General and administrative costs were $545,195 and $293,410 for the six month periods ended June 30, 2003 and June 30, 2002 respectively, representing an increase of $251,785 or 85.8% in our general and administrative costs.

The increase of $251,785 in general and administrative costs between the six-month periods ended June 30, 2003 and 2002, is a result of the renovation of office space for TZF Shenzhen, the increase in wages and salaries, travel expenses and the training cost because of the increase of employees in TZF Health Food Co. Ltd.

Depreciation and Amortization

Our depreciation and amortization expense consist primarily of depreciation of property, plant and equipment in subsidiary companies in China. Depreciation and amortization expenses were $209,942 and $249,934 for the six month periods ended June 30, 2003 and June 30, 2002 respectively, representing a decrease of $39,992 or 16%.

The decrease of $39,992 in depreciation and amortization expenses between the six-month periods ended June 30, 2003 and 2002, is a result of the deduction of the total assets because of the write-off of the intangible assets and the increase of the fixed assets disposal during the period.

Liquidity and Capital Resources

As of June 30, 2003, we had

Our working capital ratio was 0.7:1 at June 30, 2003 and 1.8:1 at June 30, 2002. The quick ratio represented by the total of cash and cash equivalents and accounts receivable, versus total current liabilities (excluding amounts due to related parties), was 0.8:1 at June 30, 2003 and 1.1:1 at June 30, 2002.

Operating Activities

Our operating activities resulted in net cash outflows of $958,746 for the quarter ended June 30, 2003 as compared to net cash inflows of $763,842 for the quarter ended June 30, 2002.

The operating cash outflows for the quarter ended June 30, 2003 resulted from the reduction of accounts payable and accrued of $994,404 and operating expenses of $1,915,795. Cash increased by $504,005 during the second quarter, from $408,356 at March 30, 2003 to $912,361 at June 30, 2003.

Cash flow for the comparative quarter ended June 30, 2002 of $763,842 was utilized for operations, $350,224 used for investing activities, and $543,865 utilized in financing activities. Cash increased by $504,005 during the quarter, from $408,356 at March 31, 2002, to $912,361 at June 30, 2002.

Investing Activities

There was an investment of $604,595 and an increase of fixed assets disposal of $469,017 for the quarter ended June 30, 2003. Investing activities resulted in net cash outflows of $135,578 for the six-month period ended June 30, 2002 and funds were invested in the purchase of fixed assets of $604,595 for the quarter ended June 30, 2002.

Financing Activities

Financing activities resulted in net cash inflows of $1,493,298 for the six month period ended June 30, 2003 which represents the increase of the debt to related parties of $1,506,752. Financing activities for the quarter ended June 30, 2002 reflect mainly the increase of the debt to related parties of $1,609,574. We have no existing bank loans at June 30, 2003 as compared to bank loans of $749,698 at June 30, 2002.

Trends and Uncertainties

Our ability to generate revenues in the future is dependent on the revenues from the sales of products manufactured by our subsidiaries, Tianan and TZF Jiangsu, and upon the sales of the products of other brands.

Our management believes there will be some increase in the revenue of sales of our own products due to the qualification of the Good Manufacturing Practice and the integration of the sales force in Tianan and TZF Jiangsu. Also, we anticipate that new revenue will be generated from TZF Health Foods Co. Ltd., which is focusing on marketing imported health food products with a plan of setting up a series of over-the-counter, nation-wide outlets, within the next 12 months.

Future Operations

Presently, our revenues are not sufficient to meet operating and capital expenses and we have incurred operating losses since inception which are likely to continue for the foreseeable future. Even if we were to receive additional revenues beyond the revenues which we expect will be generated from our continuing operations we anticipate that we will have negative cash flows during the year ended December 31, 2003. Management projects that we will require an additional $3,650,000 to $4,120,000 to fund our ongoing operating expenses, working capital requirements and extinguish our debt for the next twelve months, broken down as follows:



|Estimated Funding Required During the Next Twelve Months
|--------------------------------------------------------
|Operating expenses                                      
|Sales and Marketing                                     
|General and Administrative                              
|Research and Development                                
|Capital Expenditures                                    
|Working capital                                         
|Debt                                                    
|Repayment of debt plus interest                         
|Total                                                   

As at June 30, 2003, we had a working capital deficiency of $1,754,870, the majority of which consisted of the loan from our principal shareholder and which we can negotiate to a longer repayment term. We do not anticipate that we will have to incur any additional capital expenditures during the year ended December 31, 2003 other than as projected above. If we are able to generate our anticipated revenues of $3,800,000 over the next twelve months, then we will require $320,000 to satisfy our budgeted expenses as set forth above. We anticipate that we will have to raise additional cash of a minimum of $600,000 no later than September 30, 2003, to provide us with approximately $800,000 in working capital to continue our normal operations. We plan to raise the capital required to meet these immediate short-term needs, and additional capital required to meet the balance of our estimated funding requirements for the twelve months, primarily through the private placement of our securities.

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on the annual consolidated financial statements for the year ended December 31, 2002, our independent chartered accountants included an explanatory paragraph regarding concerns about our ability to continue as a going concern in their audit report.

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon obtaining further financing, successful and sufficient market acceptance of our current products and any new products that we may introduce, the continuing successful development of our products and related technologies, and, finally, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further funds required for our continued operations. We are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be forced to scale down or perhaps even cease the operation of our business.

RISK FACTORS

Much of the information included in this quarterly report includes or is based upon estimates, projections or other "forward-looking statements". Such forward-looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested herein. We undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Such estimates, projections or other "forward-looking statements" involve various risks and uncertainties as outlined below. We caution readers of this quarterly report that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward-looking statements". In evaluating us, our business and any investment in our business, readers should carefully consider the following factors.

We have had negative cash flows from operations and if we are not able to obtain further financing our business operations may fail.

To date, we have had negative cash flows from operations and have depended on sales of our equity securities and debt financing to meet our cash requirements. We have estimated that we will require between $3,650,000 and $4,120,000 to carry out our business plan in the next twelve months, and we may need to raise additional funds to:

- support our planned rapid growth and carry out our business plan, which includes our acquisition and market expansion plans,

- develop new products,

- increase our marketing efforts,

- acquire complementary businesses,

- respond to regulatory requirements, and

- respond to competitive pressures or unanticipated requirements.

Although our Chairman, Mr. Xin Chen, has previously provided substantial funds to assist in completion of acquisitions, and has indicated a willingness and ability to provide some additional funds to us in the future until we are in a position to raise funds from external sources, he is not obligated to provide additional funds in the future and there is no assurance that he will be able to do so.

Likewise, there is no assurance that we will be able to raise funds from external sources when we seek to do so. We may not be able to obtain additional equity or debt financing on acceptable terms when we need it. Even if financing is available it may not be available on terms that are favourable to us or in sufficient amounts to satisfy our requirements. If we require, but are unable to obtain, additional financing in the future, we may be unable to implement our business plan and our growth strategies, respond to changing business or economic conditions, withstand adverse operating results, consummate desired acquisitions and compete effectively. More importantly, if we are unable to raise further financing when required, our continued operations may have to be scaled down or even ceased.

We have a history of losses and fluctuating operating results which raise substantial doubt about our ability to continue as a going concern.

We were formed in December, 1998, and have minimal operating history or revenues from operations. On April 30, 2000, we acquired all of the issued and outstanding stock of TZF International Herbs Investment, Inc, and in December, 2000, we acquired Tian'an Pharmacy, TZF International Herbs (Jiangsu) Co, Ltd., and ShenZhen Tianzifu Network Technology, Ltd. Although several of the entities acquired by us have established a profitable operating history, there is no assurance we will be able to successfully manage and integrate their operations or that such entities will continue to be profitable.

Since inception through June 30, 2003, we have incurred aggregate net losses of $(5,893,469). Our loss from operations for the fiscal year ended December 31, 2002 was $(1,938,277). We also incurred a loss from operations for each of the years ended December 31, 2001 and 2000. There is no assurance that we will operate profitably or will generate positive cash flow in the future. In addition, our operating results in the future may be subject to significant fluctuations due to many factors not within our control, such as the unpredictability of when customers will order products, the size of customers' orders, the demand for our products, and the level of competition and general economic conditions.

Although we anticipate that revenues will increase, we expect an increase in development costs and operating costs. Consequently, we expect to incur operating losses and negative cash flow until our products gain market acceptance sufficient to generate a commercially viable and sustainable level of sales, and/or additional products are developed and commercially released and sales of such products made so that we are operating in a profitable manner.

If we lose one or more of our senior management, we may be unable to successfully operate our business or consolidate the operations of our subsidiaries.

Our success will depend to a significant degree upon the ability of our senior management personnel to integrate and consolidate the operations of our various subsidiaries. It will also depend to a significant degree on our ability to retain and integrate a substantial number of the management personnel previously employed by our subsidiaries. Significant disruption in our operations would occur if we are not able to retain our senior management personnel and to fully integrate and develop cooperation between the separate management personnel of each of our subsidiaries. We do not currently have employment contracts with any of our senior management personnel. As a result, those persons could elect to terminate their employment at any time.

We are subject to substantial regulations in North America and China and if we are unable to comply with and receive approval for our current and future products, then our ongoing business operations may be adversely affected.

There are substantial regulations applicable to the import and export of goods and relating to advertising and sale of food products or over-the-counter medicines both in North America and in China. We believe that we currently have all of the necessary permits to manufacture and sell our existing products in China. However, as we seek to develop new products and to expand our marketing and distribution networks both in China and in North America, we are likely to encounter additional regulations. Although we intend to comply with all applicable governmental regulations in every country in which we conduct operations, there is no assurance that we will be able to do so. There is also no assurance that the applicable regulations in the various countries in which we seek to operate will be consistent. Finally, there is no assurance that we will have the resources necessary to comply with certain regulations such as those required to seek approval to sell certain of our products in the U.S., Canada, or other countries as over-the-counter medicine. The process of obtaining approval for sale of any product as an over-the-counter medicine is extremely expensive and time-consuming.

We could lose our competitive advantages if we are not able to protect any proprietary technology and intellectual property rights against infringement, and any related litigation could be time-consuming and costly.

Our success and ability to compete will depend upon our ability to obtain patents, obtain exclusive rights to patents, maintain trade secret protection and operate without infringing upon the proprietary rights of third parties. The measures we take to protect the products, technologies and other intellectual property rights are currently based upon a combination of patent and trade secret laws, but may not be adequate to prevent their unauthorized use. We will continue to use such methods in the future. The laws of foreign countries may provide inadequate protection of our intellectual property rights. There can be no assurance that our efforts will be successful or that competitors will not develop functionally equivalent or superior products or technology that does not infringe our patents or trade secrets. Accordingly, we may be vulnerable to competitors which develop competing products or competing technology, whether independently, or as a result of acquiring access to our trade secrets. We may need to bring legal claims to enforce or protect such intellectual property rights. Any litigation, whether successful or unsuccessful, could result in substantial costs and diversions of resources. In addition, notwithstanding the rights we have secured in our intellectual property, other persons may bring claims against us that we have infringed on their intellectual property rights, including claims based upon the content we license from third parties or claims that our intellectual property right interests are not valid. Any claims against us, with or without merit, could be time consuming and costly to defend or litigate, divert our attention and resources, result in the loss of goodwill associated with our products.

Substantially all of our assets, all of our directors and a majority of our officers are outside the United States, with the result that it may be difficult for investors to enforce within the United States any judgments obtained against us or any of our directors or officers.

Substantially all of our assets are located outside the United States and we do not currently maintain a permanent place of business within the United States. In addition, all of our directors and a majority of our officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons' assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against us or our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. Consequently, you may be effectively prevented from pursuing remedies under U.S. federal securities laws against them.

We will be required to expend significant funds on research and development, and if we do not sufficient funds to conduct such research and development, then we may not be able to develop new products and our revenues may be adversely affected.

We will be required to expend significant amounts of money on research and development expenses in order to develop new products and improve the market acceptance of our existing products. There is no assurance that we will have sufficient capital to fund all desired research and development activities or that the research and development activities we do conduct will lead to the creation of new products.

We operate in a highly competitive industry and our failure to compete effectively may adversely affect our ability to generate revenue.

Until recently, the Chinese health food market (including manufacturing as well as wholesale and retail distribution and sales) has not been open to foreign investors and we do not believe that there are currently any national chain stores or other national outlets for the distribution and sale of Chinese health food products in all regions of China. However, we believe that the domestic China health food market will open to foreign competition soon after China joins the World Trade Organization. As a result, we anticipate that many large foreign competitors are likely to seek to enter the Chinese market in the near future. The expected increase in foreign competition, combined with competition from both existing and newly established domestic entities, will make the Chinese health food market extremely competitive. We hope to create a competitive edge for ourselves in China by quickly establishing a large distribution network for our health food products. We have obtained government approval to establish health food counters in up to 200 department stores in China and up to 50 pharmacy stores in the province of Shanxi, as well as approvals to establish up to 20 pharmaceutical and health food sales centers and up to 60 health food stores for sale of both Chinese and North American products. There is no assurance that we will be able to complete our expansion plans or that we will be able to compete effectively in China against both domestic and foreign competition. Increased competition could result in significant price competition, reduced profit margins or loss of market share, any of which could have a material adverse effect on our ability to generate revenues and successfully operate our business.

If we fail to effectively manage our growth our future business results could be harmed and our managerial and operational resources may be strained.

As we proceed with the development of our technology, we expect to experience significant and rapid growth in the scope and complexity of our business. We will need to add staff to market our services, manage operations, handle sales and marketing efforts and perform finance and accounting functions. We will be required to hire a broad range of additional personnel in order to successfully advance our operations. This growth is likely to place a strain on our management and operational resources. The failure to develop and implement effective systems, or to hire and retain sufficient personnel for the performance of all of the functions necessary to effectively service and manage our potential business, or the failure to manage growth effectively, could have a materially adverse effect on our business and financial condition.

Since there is no public market for our common stock, investors and shareholders may find it difficult or impossible to sell shares of our common stock.

At the present time, there is no public market for our common stock and there is no assurance that a market will develop in the future. Although we intend to take steps to have its shares approved for trading on the OTC Bulletin Board, there is no assurance that it will be successful. Even if a market should develop in the future, there is no assurance that it will be maintained. Thus, persons who purchase our common stock may find it to be difficult or impossible to liquidate their investment, because of the lack of a market or the difficulty in maintaining a market. There is currently no person or entity which is obligated to make or maintain a market in our shares.

If consumers and persons in the healthcare industry do not accept our products, then our ability to generate revenues and our ongoing business operations may be adversely affected.

Many Chinese health food products are not currently widely used outside of China. There is no assurance that our products, if approved for sale in the North American market and other countries as either food products or over-the-counter medicines, will achieve market acceptance. The extent of acceptance of our products by consumers and by persons in the healthcare industry will depend upon a number of factors, including, but not limited to, recognition of the efficacy of the product, product availability, brand name recognition, the availability and cost of competitive products, relative safety and efficacy of competitive products, and the like. There is no assurance that our products will be successful in achieving market acceptance as either a food product or as an over-the-counter medicine.

If we are unable to obtain product liability insurance to protect against product liability claims, we may be reluctant to commercialize and sell new products.

Testing and proposed commercialization of food products and human therapeutic products involves inherent risk of product liability claims and associated adverse publicity. There can be no assurance that we will be able to obtain or maintain sufficient insurance coverage on acceptable terms with coverage which is adequate to provide us with necessary protection. Such insurance is expensive, difficult to obtain and may not be available in the future on acceptable terms, or at all. An inability to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims, could prevent or inhibit the commercialization of our potential products.

If we are unable to manufacture our products at a competitive cost, then our ability to generate revenues and our ongoing business operations may be adversely affected.

Our ability to commercialize our products will depend upon our ability to manufacture such products, either directly or through third parties, at a competitive cost and in accordance with any applicable regulatory requirements. Our products must be manufactured in commercial quantities at an acceptable cost and with sufficient quality, consistency, purity and stability to make them marketable. If we are unable to make manufacture our products in sufficient quantities and at a competitive cost, either in our own manufacturing facilities or through contracting with third parties, we would have a material adverse affect upon our business and potential profitability.

Item 3.	Controls and Procedures.

As required by Rule 13a-15 under the Exchange Act, within the 90 days prior to the filing date of this report, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our management, including our President and Chief Financial Officer. Based upon that evaluation, our President and Chief Financial Officer concluded that our disclosure controls and procedures are effective. There have been no significant changes in our internal controls or in other factors, which could significantly affect internal controls subsequent to the date we carried out our evaluation.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our company's reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our President and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings.

None.

Item 2.	Changes in Securities.

None.

Item 3.	Defaults Upon Senior Securities.

None.

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

None.

Item 5.	Other Information.

None.

Item 6.	Exhibits and Reports on Form 8-K.

Reports of Form 8-K

No reports on Form 8-K were filed for the quarter ended June 30, 2003.

Exhibits Required by Item 601 of Regulation S-B

(2)	Plan of Acquisition, Reorganization, Arrangement, Liquidation, or succession

2.1	Agreement for Share Exchange (incorporated by reference form our Registration Statement on Form 10-SB filed, on August 21, 2000).

2.2	Stock Purchase Agreement (incorporated by reference form our Registration Statement on Form 10-SB filed, on August 21, 2000).

(3)	Articles of Incorporation and By-laws

3.1	Articles of Incorporation as Amended (incorporated by reference form our Registration Statement on Form 10-SB filed, on August 21, 2000).

3.2	Bylaws (incorporated by reference form our Registration Statement on Form 10-SB filed, on August 21, 2000).

(4)	Instruments Defining The Rights of Security Holders Including Indentures

4.1	Specimen Common Stock Certificate (incorporated by reference form Registration Statement on Form 10-SB filed, on August 21, 2000).

(21)	Subsidiaries of our Company

ShenZhen Tianzifu Network Technology, Ltd. (incorporated in China)

T.Z.F. International Herbs Investment, Inc. (incorporated in Canada)

T.Z.F. International Herbs (Jiangsu) Co., Ltd. (incorporated in China)

Tian'an Pharmacy (Xiamen) Co., Ltd. (incorporated in China)

(31)	Section 302 Certifications

31.1	Section 302 Certification.

31.2	Section 302 Certification.

(32)	Section 906 Certifications

32.1	Section 906 Certification.

32.2	Section 906 Certification.

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/ Xin Chen

Xin Chen, President and Chairman
(Principal Executive Officer)

Date: August 19, 2003

By:

/s/ Ruirong Zhang

Ruirong Zhang, Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)

Date: August 19, 2003