++++++++++
                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON DC 20549



                                 FORM 10-KSB

(Mark One)
[X]    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
       1934.

For the fiscal year ended   December 31, 2001
                           -----------------------------------------------------

OR

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

For the transition period from                 to
                               ----------------   ----------------

                        Commission file Number   030851


                    Digital Village World Technologies Inc.
--------------------------------------------------------------------------------
                (Name of Small Business Issuer in its Charter)

<TABLE>
<CAPTION>
<S><C>
                    Nevada                                              88-0404114
-------------------------------------------------    -------------------------------------------------
(State or other Jurisdiction of Incorporation)             (I.R.S. Employer Identification No.)


        8980 Fraserwood Court, Unit 10
             Burnaby B.C., Canada                                        T5J 5HJ
-------------------------------------------------    -------------------------------------------------
    (Address of Principal Executive Offices)                            (Zip Code)
</TABLE>

                              (604)438-3598
--------------------------------------------------------------------------------
             (Issuer's Telephone Number, Including Area Code)

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

                                                       Name of Each Exchange
        Title of Each Class                             on Which Registered
        -------------------                             -------------------

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

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

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

                                  Common Stock
--------------------------------------------------------------------------------
                                (Title of Class)


--------------------------------------------------------------------------------
                                (Title of Class)

<PAGE>

   Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for past 90 days.

Yes X     No
   -----     -----

   Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-SKB.

   State issuer's revenue for its most recent fiscal year   $3,937.00
                                                          --------------

   State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of
a specified date within the past 60 days (See definition of affiliate in Rule
12b-2 of the Exchange Act.)   $5,990,000
                            ---------------

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

   State the number of share outstanding of each of the issuer's classes of
common equity, as of the latest practicable date. As of December 31, 2001 there
                                                  -----------------------------
were 12,906,000 shares outstanding
-------------------------------------------------------------------------------

<PAGE>

                      DIGITAL VILLAGE WORLD TECHNOLOGIES INC.
                                    FORM 10-KSB
                                       INDEX

                                                                            Page
                                                                            ----

                                       PART I

Item 1.   Description of Business

Item 2.   Description of Properties


Item 3.   Legal Proceedings

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

                                      PART II

Item 5.   Market for Registrant's Common Equity and Related
          Stockholder Matters

Item 6.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations

Item 7.   Financial Statements

Item 8.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure

                                     PART III

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

Item 10.  Executive Compensation

Item 11.  Security Ownership of Certain Beneficial Owners and Management

Item 12.  Certain Relationships and Related Transactions

Item 13.  Exhibits and Reports on Form 8-K

Signatures

Financial Statements                                                         F-1

<PAGE>
Page 1


                                        PART I

ITEM 1. DESCRIPTION OF BUSINESS.

   When used in this Form 10-KSB, the words "expects," "anticipates,"
"estimates" and similar expressions are intended to identify forward-looking
statements. Such statements are subject to risks and uncertainties, including
those set forth below under "Risks and Uncertainties," that could cause actual
results to differ materially from those projected. These forward-looking
statements speak only as of the date hereof. The Company expressly disclaims any
obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in the
Company's expectations with regard thereto or any change in events, conditions
or circumstances on which any statement is based. This discussion should be read
together with the financial statements and other financial information included
in this Form 10-KSB.

Company History

   Digital Village World Technologies Inc. ("Digital Village" or "the
Company") was incorporated under the laws of the State of Nevada on September
14, 1998, under the name Body Concepts, Inc. It was formed to engage in the
business of owning and operating small boutique style fitness facilities in
which clients work with fitness advisors to establish exercise routines,
nutrition programs and stress releasing therapies. In February, 2000, new
management was appointed and the Company adopted a new business plan. On May 16,
2000, the Company changed its name to Digital Village World Technologies, Inc.

   On December 18, 2000, the Company entered into a Share Exchange Agreement,
(the "Share Exchange Agreement") by and among, the Company, Digital Village
World Technologies (Canada) Ltd. ("DVC"), Tianjin Teda Yu Cheng Group Co. Ltd.
(the "Founding Shareholder") and the shareholders of DVC named therein (the "DVC
Shareholders", together with the Founding Shareholder, the "Shareholders").
Pursuant to the Share Exchange Agreement, the Company acquired from the
Shareholders all of the shares of DVC (the "Acquisition") in exchange for
8,490,000 shares of the Company's common stock representing 66% of the issued
and outstanding shares of the Company after giving effect to the Acquisition.
The Company filed a report on Form 8-K with the Securities and Exchange
Commission on January 2, 2001 reporting the Acquisition

   The Company's executive offices are located at 8980 Fraserwood Court, Unit
# 10, Burnaby, B.C. Canada V5J 5HJ, Tel: (604) 438-3598, Fax: (604) 438-3630.
The Company's financial statements are stated in US dollars and are prepared in
accordance with United States Generally Accepted Accounting Principles.

General Business Description

   The Company is a platform to take advantage of Chinese business
opportunities. Once commenced, the Company's operations will be conducted
through DVC and its wholly owned foreign (WOFE) subsidiary, Tianjin Navada
Digital World Technologies Co. Ltd. Through DVC and the WOFE, the Company
manages CNTime Group. CNTime Group will have two operating divisions:(i) the
web site www.CNTime.com (the "WebSite"), and (ii) the Club.

   The Company's planned business operations have not as yet commenced as a
result of a delay in completing financing arrangements. A significant financing
that was committed to and was announced in June 2001 did not complete.
Accordingly, expenses were increased for reasons related to office costs in
North America and China travel related to financing. The Company is still
reviewing a number of financing options and anticipates completing such a

<PAGE>
Page 2

financing prior to the end of the second quarter of 2002 although no assurance
can be given that the financing will be completed in that time frame or at all.
Assuming that financing is in place, the Company expects to formally launch its
Club operation prior to the end of second quarter 2002.

CNTime Group

   CNTime Group will initially generate revenue through the following
activities:

   -   member fees averaging approximately 78 Rmb per month from Club student
       subscribers.

   -   Club monthly business fees from retailers - participants in the Club Card
       discount program.

   -   Use of the CNTime.com portal and applications platform by Internet
       Content Providers on a transaction-fee basis.

   -   E-Commerce transaction fees generated from business to business
       activities.

Website

   The WebSite will be a portal to:(i) access curriculum-specific educational
content provided by the Tianjin Ministry of Education, (ii) provide
interactivity between teachers, parents, and students via a bulletin board type
service site, and (iii) provide a site for non-exclusive publication of The
People's Daily ("PD") online news edition.

   The PD Internet edition is created daily with some 200 bilingual reporters
and journalists contributing. The PD's own Internet website is one of the most
viewed sites in all of China. With links between the PD and China Telecom
sites, there are increased channels for linking to CNTime.com when it is
activated.

Club

   The Club will provide its members, initially students between kindergarten
to grade 12 in the Tianjin Region, with their own computer that is bundled with
relevant courseware and support-ware. The content will aid members in their
daily studies in an interactive manner and will be expanded to other parts of
China as soon as possible.

   Members will be charged monthly fees of approximately 78 RMB for the basic
education package on year to year agreements. Alternatively, members may pay
approximately 178 RMB/month on four-year agreements for the computer and access
to the education package.

   The Club program will be undertaken in association with several strategic
partners:

   -   Tianjin Ministry of Education and its publishing arm that provides daily
       content;

   -   The Industrial and Commercial Bank of China; and

   -   HiSence Computer Co.

   The business will be managed with a staff of approximately 30 people, which
is expected to expand to 100 within 12 months after commencement. The education
package will provide students with a host of services including specific course
content, learning aids and product discounts. Persons or firms become members
of the Club by entering into subscription agreements where they agree to pay
certain monthly fees for a set term depending on the option selected. Once an
application is approved, a computer is installed at the member's home, Internet
hook up is established and access to the content given.

<PAGE>
Page 3

   Content will be provided, approved and encouraged by the Tianjin Ministry
of Education through its publishing division. Similar arrangements with other
local Ministries of Education will be sought as CNTime Club advances its
membership drive across China.

   HiSence Computer Company ("HiSense") will provide approved Members a new
personal computer on an affordable lease arrangement basis financed by The
Industrial and Commercial Bank of China ("Bank"). China Telecom will provide
Internet access for Members. HiSence and the Bank will co-brand and assist in
the marketing of Club memberships through a general advertising program and will
offer Members a 15% discount on the purchase of any HiSence product. The Bank
will issue approved Members a co-branded Bank/CN Group gold card which can be
used for discounts on purchases from HiSence as well as from a host of other
retailers in Tianjin. Retailers on the program will pay CNTime Group a monthly
fee for promoting their businesses.

Competition

   Within the Tianjin area, there are a number of competitive firms offering
online educational services. All competitor fees are higher than those planned
to be charged by CNTime Club and competitor drop out rates after one year exceed
60%. Management of DVWT believe that such drop out rates are caused by:

   -   Students complete high school (i.e. no longer need the service)
   -   Can no longer afford the fee
   -   No grade improvement seen
   -   Overall dissatisfaction with content and service

   CNTime Group anticipates a subscriber drop-out rate of less than 60%
because of its planned lower subscription fees and planned broader range of
services to be offered as compared to competitive operations. Competitive fees
average 1,500 RMB per 6 month term, payable in full on commencement. A full 12
month segment costs 2,500 RMB and a full 36 month (3 year) program costs 5,000
RMB. The fees include dial up services to the competitive network. The web
content is similar to in- class teacher material.

Doing Business in the PRC

   Since 1979, many laws and regulations addressing economic matters in
general have been promulgated in the Peoples Republic of China ("PRC"). Despite
this activity in developing the legal system, the PRC does not have a
comprehensive system of laws. In addition, enforcement of existing laws may be
uncertain and sporadic, and implementation and interpretation thereof
inconsistent. The PRC judiciary is relatively inexperienced in enforcing the
laws that exist, leading to a higher than usual degree of uncertainty as to the
outcome of any litigation. Even where adequate law exists in the PRC, it may be
difficult to obtain swift and equitable enforcement of such law, or to obtain
enforcement of a judgment by a court of another jurisdiction. The PRC's legal
system is based on written statutes and, therefore, decided legal cases are
without binding legal effect, although they are often followed by judges as
guidance. The interpretation of PRC laws may be subject to policy changes
reflecting domestic political changes. As the PRC legal system develops, the
promulgation of new laws, changes to existing laws and the preemption of local
regulations by national laws may adversely affect foreign investors. The trend
of legislation over the past 18 years has, however, significantly enhanced the
protection afforded foreign investors in enterprises in the PRC. However, there
can be no assurance that changes in such legislation or interpretation thereof
will not have an adverse effect upon the business operations or prospects of the
Company.

<PAGE>
Page 4

   The Company is considered a foreign person under China law. In the past,
the Chinese government has declared some telecommunications industry joint
ventures illegal and required those entities to cease operations. In addition,
China Ministry of Information Industry, the agency that regulates the
telecommunications industry in China, has adopted regulations which limit
investment by foreign companies in China Internet businesses, unless they are
approved by the ministry.

   Since a significant amount of future revenues will be in the form of
Renminbi, the existing and any future restrictions on currency exchange may
limit the Company's ability to utilize revenue generated in Renminbi to fund its
business activities outside China, if any, or expenditures denominated in
foreign currencies. Foreign exchange transactions are subject to limitations and
require government approvals.

   The Company's reporting currency is the U.S. Dollar. However, substantially
all of its assets and revenues are planned to be denominated in Renminbi. The
Company's assets and revenues as expressed in U.S. Dollar financial statements
will decline in value if the Renminbi depreciates relative to the U.S. Dollar.

Employees and Consultants

   As of December 31, 2000, the Company had 4 executive consultants and 2 full
time employees.

ITEM 2. DESCRIPTION OF PROPERTIES.

   Digital Village corporate headquarters are located at Unit #10, 8980
Fraserwood Court, Burnaby, B.C., Canada, V5J 5H7. The lease, which provides for
approximately 2500 sq. feet of space, expires on July 31, 2002 and the annual
rent is approximately $40,000 (Canadian). In China, the office facilities of Yu
Cheng group are used at no cost to the Company.

ITEM 3. LEGAL PROCEEDINGS.

   The Company is not a party to any pending or to the best of its knowledge,
any threatened legal proceedings. No director, officer or affiliate of the
Company, or owner of record or of more than five percent (5%) of the securities
of the Company, or any associate of any such director, officer or security
holder is a party adverse to the Company or has a material interest adverse to
the Company in reference to pending litigation.

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

None

                                       PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(a)   Market Prices Of Common Stock
      The Company's common stock began quotation on the pink sheets on January
10, 2001 and was listed on the OTC Bulletin Board in July 2001 under the symbol
DVWT. The following table sets forth the range of bid prices of the Company's
common stock as quoted on the NASD OTC bulletin board during the periods

<PAGE>
Page 5

indicated and the prices reported reflect prices between dealers, do not include
markups, markdowns or commissions and do not necessarily represent actual
transactions.

             Period Ended                                High            Low
             ------------                                ----            ---
Period ending March 31, 2001                              NA              NA
Period ending June 30, 2001                               NA              NA
Period ending September 30, 2001                         $3.00          $2.50
Period ending December 31, 2001                          $2.50          $2.50

   The Company's common shares are issued in registered form. Signature Stock
Transfer in Addison, Texas, is the registrar and transfer agent for the
Company's common stock.

(b)   Shareholders

      As of December 31, 2001, there were 12,906,000 shares of common stock
outstanding held by approximately 48 stockholders of record.

(c)   Dividends

      The Company has never declared or paid any cash dividends on its common
stock and it does not anticipate paying any cash dividends in the foreseeable
future. The Company currently intends to retain future earnings, if any, to
finance operations and the expansion of its business. Any future determination
to pay cash dividends will be at the discretion of the board of directors and
will be based upon the Company's financial condition, operating results, capital
requirements, plans for expansion, restrictions imposed by any financing
arrangements and any other factors that the board of directors deems relevant.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

   The following is management's discussion and analysis of certain
significant factors which have affected the Company's financial position and
operating results during the periods included in the accompanying financial
statements, as well as information relating to the plans of the Company's
current management.

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2000 VS. YEAR END DECEMBER 31, 1999

   Revenues for the quarter ended December 31, 2001 were nil as compared to
$606 in the comparable 2000 quarter. Expenses were $22,376 as compared to a
credit amount of $10,722 in 2000.

   Operations resulted in a loss for the quarter ended December 31, 2001 of
$22,376 as compared to a profit of $11,328 for the quarter ended December 31,
2000. Major expenses in the quarter ended December 31, 2001 included $6,936 in
salary and benefits, $5,852 in rentals and leases and $8,280 for professional
fees. Expenses in the comparable quarter ended December 31, 2000 for these
items were $3,947, nil and $1,321 respectively.

<PAGE>
Page 6

   The Company has recorded revenues of $3,937 for the year ended December 31,
2001 as compared to revenues of $2,712 for the comparable year period ended
December 31, 2000.

   Expenses in the year ended December 31, 2001 were $249,505 as compared to
$12,530 in the 2000 fiscal year. Primary expense areas were salaries and
benefits of $51,616; professional fees of $55,990; rentals and leases of
$24,503; travel and promotion of $25,550; transfer agent and filing fees of
$22,645; stock based compensation of $20,000; and telephone and utilities of
$15,960.

   In fiscal year 2000, the major expenses were professional fees of $3,871;
salaries and benefits of $3,947; and travel agent and filing fees of $1,939.

   The Company recorded a net loss of ($245,568) for the year ended December 31,
2001 as compared to a loss of ($9,818) for the comparable period ended December
31, 2000, an increase of ($235,750).

   Current assets as at December 31, 2001 were $7,156 as compared to $107,877 at
year end 2000. The difference is attributed to cash and receivables in place at
the end of 2000 with the acquired Canadian company, DVC. Fixed assets at
December 31, 2001 were $52,295 as compared to $82,522 at year end 2000.
Goodwill of $48,070 included an amount of negative value (liabilities exceeding
assets) in DVC as at the date of its acquisition.

   Current liabilities as at December 31, 2001 were $48,524 as compared to
$26,490 at year end 2000. These comprised accounts payable and accrued expenses.

   A total of $262,352 in funds advanced from related parties are non-interest
bearing loans with repayment not scheduled prior to June 30, 2003. During the
year, a loan for a vehicle supplied to a director was assumed by the director
personally. During the year, funds totaling $56,774 were advanced to the
Company's Chinese subsidiary.

PLAN OF OPERATIONS AND BUSINESS STRATEGY

   Digital Village is a platform to take advantage of Chinese business
opportunities. During 2001, the Company was unable to raise the working capital
required to fully launch the CNTime operation in China. Working capital has
been provided by director loans and advances. During 2002, the Company will
continue to seek financing with which to fully commercialize the business in
China. The Company's inability to obtain sufficient working capital to make
capital contributions or to fund planned ventures will have a material adverse
effect on the planned business, the Company's financial condition and results of
operations. In the event that the Company is unsuccessful in completing a
planned financing, it would be the intention of management to reduce the scope
of planned China operations, delay implementation of Club operations, and focus
on website activities only.

LIQUIDITY AND CAPITAL RESOURCES

   The Company's working capital at December 31, 2001 was <$41,358>. The long
term liabilities amount of $262,352 is due to related parties on a non-interest
bearing and unsecured basis and with no specific repayment terms. Since
incorporation, the Company has funded its operations from the issuance of common
stock and loans from directors.

   The Company did not raise any funds through the issuance of the Company's
Common Stock during the quarter ending December 31, 2001.

<PAGE>
Page 7

   The Company will be required to raise additional funds during the first half
of 2002. At present, there are no firm commitments for financing and no
assurance can be given that such financing will be made available. No additional
employees are expected to be added prior to completion of the planned financing
raise. There are no material commitments for capital expenditures planned for
the next 12 months.

INFLATION

   The rate of inflation has had little impact on the Company's results of
operations and is not expected to have a significant impact on continuing
operations.

ITEM 7. FINANCIAL STATEMENTS.

(a)   Financial Statements

The following financial statements of the Company are set forth at the end
hereof.

   1.   Report of Independent Auditors

   2.   Consolidated Balance Sheets of Digital Village World Technologies Inc.
        and Subsidiaries as of December 31, 2001 and December 31, 2000

   3.   Consolidated Statements of Operations of Digital Village World
        Technologies Inc. and Subsidiaries for the years ended December 31, 2001
        and December 31, 2000, for the quarters ended December 31, 2001 and
        2000, and for the period from inception (September 15, 1998) through
        December 31, 2001.

   4.   Consolidated Statement of Retained Earnings (Deficit) for the years
        ended December 31, 2001 and 2000; for the quarters ended December 31,
        2001 and 2000; and for the period from inception (September 15, 1998)
        through December 31, 2001.

   5.   Consolidated Statements of Changes in Stockholders' Equity of Digital
        Village World Technologies Inc. and Subsidiaries for the period from
        inception (September 15, 1998) through December 31, 2001.

   6.   Consolidated Statements of Cash Flows of Digital Village World
        Technologies Inc. and Subsidiaries for the years ended December 31, 2001
        and December 31, 2000; for the quarters ended December 31, 2001 and
        2000, and for the period from inception (September 15, 1998) through
        December 31, 2001.

   7.   Notes to Consolidated Financial Statements

(b)   Interim Financial Statements.

      Not Applicable.

                                       PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

<PAGE>
Page 8

   The following table and text sets forth the names and ages of all directors
and executive officers of the Company and the key management personnel as of
December 31, 2001. All of the directors will serve until the next annual
meeting of stockholders and until their successors are elected and qualified, or
until their earlier death, retirement, resignation or removal. Executive
officers serve at the discretion of the Board of Directors, and are appointed to
serve until the first Board of Directors meeting following the annual meeting of
stockholders. Also provided is a brief description of the business experience
of each director and executive officer and the key management personnel during
the past five years and an indication of directorships held by each director in
other companies subject to reporting requirements under Federal securities laws.

Name                     Age             Position Held
----                     ---             -------------
Yuwen Cheng               51             Chairman, President, Director
Stephen Dadson            57             CEO and Director
Peng Chen                 39             Secretary Treasurer and Director
Zhankui Mu                63             Director
Richard Wang              50             Director

Yuwen Cheng - Chairman, President, Director; Mr. Yuwen Cheng holds a senior
management position at China's largest news media, The People's Daily, and has
long been involved in areas of communications of economic news and information.
A 1976 graduate from the Department of Language and Literature of Tianjin Nankai
University. Mr. Cheng has held the office of Chairman and General Manager of
Tianjin Yucheng (Group) Co. Ltd. of The People's Daily since 1995. Yuwen Cheng
has served as a director since January 2001.

Stephen Dadson - Chief Executive Officer, Director; Mr. Dadson is a seasoned
China businessmen having started as early as 1982 when he acted for clients
wishing to expand their business activity in China. Mr. Dadson has a B.Sc. from
the University of Manitoba and a Law degree from the University of British
Columbia (1972). Mr. Dadson practiced commercial and securities law and left
full time law in the late 1980's in order to take a position as CEO of a
resource based company sponsored by a major European insurance group. In 1990,
Mr. Dadson and his Chinese partner began a food and beverage manufacturing and
distribution business in China, Hansen Corinco Group, which has expanded to
include real estate development, hospitality and commodity trading divisions.
Mr. Dadson's activities have been focused on new businesses in China. He has
been active in the China IT business over the last several years and was, prior
to joining Digital Village, CEO of a Chinese Education Service Provider. Mr.
Dadson is also a director of (i) TEDA Technologies Inc., a private Canadian
company with ties to the Tianjin Economic Development Area, China's largest
economic development zone, (ii) ATC Systems Inc., a private Canadian company
that has a B to G business in NE China that facilitates the collection of
China's first online business tax payment. He has served as a director of
Digital Village since December 2000.

Peng Chen - V.P. Strategic and Government Relations, Director; Mr. Chen is a
Chinese citizen and, since March 1998, a Canadian landed immigrant. He is an
engineering graduate from the University of Ministry of Post and
Telecommunications and a former Information Technology specialist with China
Telecom in Tianjin, China. In 1994, he commenced his own business in Tianjin in
the freight forwarding industry. He has served as a director of Digital Village
since April 2000.

<PAGE>
Page 9

Zhankui Mu - Director; Mr. Mu is a successful Beijing businessman whose
principal business is Chairman-CEO of one of Beijing's top three construction
companies. Mr. Mu is also chairman of China Alliance Investment Co., a Beijing
based private investment firm that invests in new Chinese businesses. He has
served as a director of Digital Village since December 2000.

Richard Wang - Director; Richard Wang, a Canadian citizen residing in Vancouver,
BC, Canada, has founded several North American businesses in areas of motion
picture productions, OTC medicine & health food products distribution and
general merchandise export and import. He has been involved in all aspects of
new product research and development in the USA, Canada and Asia, including
electronic medical devices, electronic security monitoring system, and
water-resistant and child-resistant electronic lighters, which were approved by
Consumer Product Safety Commission of USA. Starting from 1998 he has devoted
most his time to develop IT business opportunities in USA, Canada and Asia. Mr.
Wang is a co-founder of Digital Village World Technologies (Canada) Inc. and has
served as a director of Digital Village since April 2000.

   During the year ended December 31, 2001, all corporate actions were
conducted by unanimous written consent of the Board of Directors and no board
meetings were held. Directors receive no compensation for serving on the Board
of Directors, but are reimbursed for any out-of-pocket expenses, if any,
incurred in attending board meetings.

Section 16(a) Beneficial Ownership Compliance

   Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's executive officers and directors and persons who own more than 10%
of a registered class of the Company's equity securities to file with the
Securities and Exchange Commission initial statements of beneficial ownership,
reports of changes in ownership and annual reports concerning their ownership of
common stock and other equity securities of the Company, on Forms 3, 4 and 5
respectively. Executive officers, directors and greater than 10% shareholders
are required by Commission regulations to furnish the Company with copies of all
Section 16(a) reports they file. To the best of the Company's knowledge (based
solely upon a review of the Forms 3, 4 and 5 filed), no officer, director or 10%
beneficial shareholder failed to file on a timely basis any reports required by
Section 16(a) of the Securities Exchange Act of 1934, as amended during the
fiscal year.

ITEM 10. EXECUTIVE COMPENSATION.

   The following table sets forth the compensation paid during fiscal years
ended December 31, 2000 and 2001 to the Company's Chief Executive Officer. No
executive officer of the Company received compensation in excess of $100,000 for
any of the two years. Additionally, no executive officer of the Company has
been granted options to purchase shares of the Company's Common Stock.

            Name                  Position                 Compensation
            ----                  --------                 ------------
      Stephen Dadson      Chief Executive Officer           2001 - Nil
                                                            2000 - $6,667

   Neither the Company nor any subsidiary maintains or has maintained in the
past, any employee benefit plans.

<PAGE>
Page 10

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

   The following table sets forth the number of Common Shares of the Company
owned of record, or to the knowledge of the Company, beneficially, by each
Officer or Director of the Company and by each person owning five percent or
more of the Company's outstanding shares, as of December 31, 2001.

                                                  Total Number     Percentage
           Name                                    of Shares        Ownership
--------------------------------------           -------------    --------------
Tianjin Teda Yu Cheng Group Co. Ltd                 6,000,000         46.6%
Richard Wang                                        1,000,000          7.7%
Peng Chen                                           1,000,000          7.7%
Zun Zhao Li                                         1,000,000          7.7%
Karen Dadson                                        1,000,000          7.7%
Mu Zhankui                                            500,000          3.9%
Stephen Dadson                                              0          0
Yu Wen Cheng                                                0          0
All officers and directors as a group (5 persons)   2,500,000         21.36%

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

   Two of the directors of the Company were also directors of Digital Village
World Technologies (Canada) Inc. at such time as the Share Exchange Agreement
dated December 18, 2000 was negotiated. The Company's common shares had yet to
be traded publicly and therefore a market value had not been formally
established as a basis. Holders of a majority of the issued common shares in
the Company agreed to a consent resolution on December 18, 2000 approving the
transaction.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8K.

(a)   (1) The following is a list of exhibits filed as part of this Annual
Report on Form 10-KSB. Where so indicated by footnote, exhibits which were
previously filed are incorporated by reference.

Exhibit Number                                 Description

3.1         Articles of Incorporation, incorporated herein by reference from the
            Company's filing on Form 10SB12G on June 21, 2000.

3.2         Bylaws incorporated herein by reference from the Company's filing on
            Form 10SB12G on June 21, 2000.


(b)   There were no reports filed on Form 8-K for the last quarter of the
fiscal year ended December 31, 2001.

<PAGE>
Page 11

                                         SIGNATURES

   In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                     DIGITAL VILLAGE WORLD TECHNOLOGIES, INC.

Dated: March 29, 2002                By /s/ Stephen Dadson
                                        ----------------------------------------
                                     Name: Stephen Dadson
   Title: Chief Executive Officer

   In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.

Dated: March 29, 2002                By /s/ Stephen Dadson
                                        ----------------------------------------
                                        Name: Stephen Dadson
                                        Title: Chief Executive Officer, Director

Dated: March 29, 2002                By /s/ Yuwen Cheng
                                        ----------------------------------------
                                        Name: Yuwen Cheng
                                        Title: Chairman of the Board of
                                        Directors, President, Director

Dated: March 29, 2002                By /s/ Peng Chen
                                        ----------------------------------------
                                        Name: Peng Chen
                                        Title: Secretary and Treasurer, Director

Dated: March 29, 2002                By /s/ Richard Wang
                                        ----------------------------------------
                                        Name: Richard Wang
                                        Title: Director

Dated: March 29, 2002                By /s/ Zhankui Mu
                                        ----------------------------------------
                                        Name: Zhankui Mu
                                        Title: Director



<PAGE>


                                     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 AUDITORS' REPORT
                               ----------------------------



To the Directors and Shareholders of
Digital Village World Technologies, Inc.
(A Nevada Corporation)
(A Development Stage Company)

We have audited the Consolidated Balance Sheets of Digital Village World
Technologies, Inc. (A Nevada Corporation) (A Development Stage Company) and
subsidiary as of December 31, 2001 and December 31, 2000, and the related
Consolidated Statements of Operations, Retained Earnings, Cash Flows and Changes
in Stockholders' Equity for the years then ended. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits and the report or other auditors provide a reasonable
basis for our opinion.

In our opinion, based on our audit, the consolidated financial statements
referred to above present fairly, in all material respects, the financial
position of Digital Village World Technologies, Inc. as of December 31, 2001 and
December 31, 2000, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting principles.


                                                            /s/ Moen and Company

                                                           Chartered Accountants
Vancouver, British Columbia, Canada
March 21, 2002

<PAGE>

                     DIGITAL VILLAGE WORLD TECHNOLOGIES, INC.
                             (A Nevada Corporation)
                         (A Development Stage Company)
                          Consolidated Balance Sheets
                   December 31, 2001 and December 31, 2000
                                (In US Dollars)


                                                          2001          2000
                                                       ----------    ----------
                                     Assets
Current Assets
   Cash and cash equivalents (note 3)                 $     2,283   $    97,557
   Accounts receivable (note 4)                             4,873        10,320
                                                      -----------   -----------
                                                            7,156       107,877
                                                      -----------   -----------
Fixed Assets, at cost (note 2)                             65,783        83,028
   Less:  accumulated depreciation                        (13,488)         (506)
                                                      -----------   -----------
                                                           52,295        82,522
                                                      -----------   -----------
Investment and advance in Yuxun Digital
  Hi-Tech Co. Ltd. (note 14)                               56,774          -
                                                      -----------   -----------
Goodwill, at cost (note 5)                                 48,070        48,070
                                                      -----------   -----------
                                                      $   164,295   $   238,469
                                                      ===========   ===========

                       Liabilities and Stockholders' Equity

Current Liabilities
   Accounts payable and accrued (note 6)              $    48,524   $    19,679
   Current portion of loan (note 8)                          -            6,811
                                                      -----------   -----------
                                                           48,524        26,490
                                                      -----------   -----------
Long-term Liabilities
   Due to related parties (note 7)                        262,352       144,423
   Loan payable (note 8)                                     -           10,217
                                                      -----------   -----------
                                                          262,352       154,640
                                                      -----------   -----------

Stockholders' Equity
  Capital stock (note 10)
   Authorized
     62,500,000 common shares at $0.0004 each par value
   Issued
     12,906,000 common shares (2000 - 12,865,000 shares)
       - par value                                          5,162         5,146
     Paid in capital in excess of par value of stock      116,734        75,750
                                                      -----------   -----------
                                                          121,896        80,896
Deficit, accumulated during the development stage        (268,657)      (23,089)
Cumulative translation (note 2)                               180          (468)
                                                      -----------   -----------
                                                         (146,581)       57,339
                                                      -----------   -----------
                                                      $   164,295   $   238,469
                                                      ===========   ===========

Approved on behalf of the board:

/s/ Yu Wen Cheng     , Director
---------------------

/s/ Peng Chen        , Director
---------------------

           See Accompanying Notes and Independent Auditors' Report

<PAGE>


                     DIGITAL VILLAGE WORLD TECHNOLOGIES, INC.
                             (A Nevada Corporation)
                         (A Development Stage Company)
                    Consolidated Statements of Operations
                                (In US Dollars)

<TABLE>
<CAPTION>
                                                  Cumulative From
                                                   Inception Date                                 Year
                                                  of Sep. 15, 1998    Quarter Ended               Ended
                                                    to Dec. 31,        December 31,            December 31,
                                                                 -----------------------   -----------------------
                                                       2001         2001          2000          2001          2000
                                                    ----------   ----------   ----------   ----------   ----------
<S>                                                 <C>          <C>          <C>          <C>          <C>
Revenue
   Interest and other income                        $    7,791   $            $      606   $    3,937   $    2,712
                                                    ----------   ----------   ----------   ----------   ----------

Administration Costs
   Advertising                                             712         -            -            -            -
   Bank charges and interest                             2,048          108           68        1,543          270
   Consulting                                           11,982         -         (19,301)       5,978          699
   Depreciation                                         13,488       (5,883)         506       12,982          506
   License, dues and insurance                           1,885         -             265          900          265
   Office costs                                          6,446          872         -           6,128         -
   Rentals and leases                                   26,724        5,852         -          24,503          300
   Professional fees                                    63,927        8,280        1,321       55,990        3,871
   Salary and benefits                                  55,563        6,936        3,947       51,616        3,947
   Stock-based compensation                             20,000         -            -          20,000         -
   Telephone and utilities                              16,493          263          533       15,960          533
   Transfer agent and filing fees                       23,981          225         -          22,645          200
   Travel and promotion                                 27,489           13        1,939       25,550        1,939
   Loss on disposition of fixed assets                   5,710        5,710         -           5,710         -
                                                    ----------   ----------   ----------   ----------   ----------
                                                       276,448       22,376      (10,722)     249,505       12,530
                                                    ----------   ----------   ----------   ----------   ----------
Net profit (loss) for the period                    $ (268,657)  $  (22,376)  $   11,328   $ (245,568)  $   (9,818)
                                                    ==========   ==========   ==========   ==========   ==========

Basic and diluted profit (loss) per share                        $    (0.00)  $    (0.00)  $    (0.02)  $    (0.00)
                                                                 ==========   ==========   ==========   ==========
Weighted average number of common shares used to
   compute basic and fully diluted loss per share                12,906,000    7,205,000   12,906,000    5,082,500
                                                                 ==========   ==========   ==========   ==========
</TABLE>



           See Accompanying Notes and Independent Auditors' Report

<PAGE>

                     DIGITAL VILLAGE WORLD TECHNOLOGIES, INC.
                             (A Nevada Corporation)
                         (A Development Stage Company)
             Consolidated Statements of Retained Earnings (Deficit)
                                (In US Dollars)
<TABLE>
<CAPTION>
                                                  Cumulative From
                                                   Inception Date                                 Year
                                                  of Sep. 15, 1998    Quarter Ended               Ended
                                                    to Dec. 31,        December 31,            December 31,
                                                                 -----------------------   -----------------------
                                                       2001         2001          2000          2001          2000
                                                    ----------   ----------   ----------   ----------   ----------
<S>                                                 <C>          <C>          <C>          <C>          <C>
Retained earnings (deficit),
   beginning of period                                           $ (246,281)  $  (34,417)  $  (23,089)  $  (13,271)

Net profit (loss) for the period                    $ (268,657)     (22,376)      11,328     (245,568)      (9,818)
                                                    ----------   ----------   ----------   ----------   ----------
Retained earnings (deficit),
   end of period                                    $ (268,657)  $ (268,657)  $  (23,089)  $ (268,657)  $  (23,089)
                                                    ==========   ==========   ==========   ==========   ==========
</TABLE>







           See Accompanying Notes and Independent Auditors' Report

<PAGE>

                     DIGITAL VILLAGE WORLD TECHNOLOGIES, INC.
                             (A Nevada Corporation)
                         (A Development Stage Company)
                     Consolidated Statements of Cash Flows
                                (In US Dollars)

<TABLE>
<CAPTION>
                                                  Cumulative From
                                                   Inception Date                                 Year
                                                  of Sep. 15, 1998    Quarter Ended               Ended
                                                    to Dec. 31,        December 31,            December 31,
                                                                 -----------------------   -----------------------
                                                       2001         2001          2000          2001          2000
                                                    ----------   ----------   ----------   ----------   ----------
<S>                                                 <C>          <C>          <C>          <C>          <C>
Cash derived from (used for)
  Operating activities
   Net profit (loss) for the period                 $ (268,657)  $  (22,376)  $   11,328   $ (245,568)  $   (9,818)
   Items not requiring use of cash
    Depreciation                                        13,488       (5,883)         506       12,982          506
   Cumulative translation                                  180          383         (468)         648         (468)
   Changes in non-cash working capital items
    Accounts receivable                                 (4,873)        (519)     (10,320)       5,447      (10,320)
    Prepaid expenses and deposit                          -           5,107         -            -            -
    Accounts payable and accrued                        48,524       (1,751)      19,129       28,845       19,129
                                                    ----------   ----------   ----------   ----------   ----------
                                                      (211,338)     (25,039)      20,175     (197,646)        (971)
                                                    ----------   ----------   ----------   ----------   ----------
Financing activities
   Issuance of shares                                  121,896         -           3,396       41,000        3,396
   Loan payable                                                     (11,919)      17,028      (17,028)      17,028
   Due to related parties                              262,352       67,871      144,423      117,929      144,423
                                                    ----------   ----------   ----------   ----------   ----------
                                                       384,248       55,952      164,847      141,901      164,847
                                                    ----------   ----------   ----------   ----------   ----------
Investing activities
   Fixed assets purchased                              (65,783)      17,245      (83,028)      17,245      (83,028)
   Investment and advance                              (56,774)     (56,774)        -         (56,774)        -
   Goodwill                                            (48,070)        -         (48,070)        -         (48,070)
                                                    ----------   ----------   ----------   ----------   ----------
                                                      (170,627)     (39,529)    (131,098)     (39,529)    (131,098)
                                                    ----------   ----------   ----------   ----------   ----------
Cash and cash equivalents, increase
   (decrease) during the period                          2,283       (8,616)      53,924      (95,274)      32,778
Cash and cash equivalents,
   beginning of period                                               10,899       43,633       97,557       64,779
                                                    ----------   ----------   ----------   ----------   ----------
Cash and cash equivalents,
   end of period                                    $    2,283   $    2,283   $   97,557   $    2,283   $   97,557
                                                    ==========   ==========   ==========   ==========   ==========
</TABLE>


           See Accompanying Notes and Independent Auditors' Report

<PAGE>


                     DIGITAL VILLAGE WORLD TECHNOLOGIES, INC.
                             (A Nevada Corporation)
                         (A Development Stage Company)
                  Statement of Changes in Stockholders' Equity
          From Date of Inception on September 15, 1998 to December 31, 2001
                                (In US Dollars)


<TABLE>
<CAPTION>
                                                                                         Deficit Accum-
                                     Number of                  Additional      Total     ulated During                 Total
                                       Common         par         Paid-in      Capital     The Develop-  Cumulative  Stockholders'
                                       Shares        Value        Capital       Stock       ment Stage   Translation    Equity
                                 -------------------------------------------------------------------------------------------------
<S>                              <C>              <C>           <C>           <C>           <C>           <C>           <C>
9/15/98 issuance of common
  stock for cash                  1,000,000       $    1,000    $    1,500    $    2,500                                $    2,500

12/31/98 issuance of common
  stock for cash                    750,000              750        74,250        75,000                                    75,000

Net loss for the year ended
 December 31, 1998                                                                                (737)                       (737)
                                 -------------------------------------------------------------------------------------------------
Balance, December 31, 1998        1,750,000            1,750        75,750        77,500          (737)                     76,763

Net loss for the year ended
 December 31, 1999                                                                             (12,534)                    (12,534)
                                 -------------------------------------------------------------------------------------------------
Balance, December 31, 1999        1,750,000            1,750        75,750        77,500       (13,271)                     64,229

Balance, May 19, 2000
  before forward split            1,750,000            1,750        75,750        77,500       (13,271)                     64,229
                                 =================================================================================================

05/19/00 2.5 to 1 forward split   4,375,000            1,750        75,750        77,500       (13,271)                     64,229
12/18/00 share exchange           8,490,000            3,396                       3,396                                     3,396

Net loss for the year ended
 December 31, 2000                                                                              (9,818)                     (9,818)

Cumulative translation                                                                                          (468)         (468)
                                 -------------------------------------------------------------------------------------------------
Balance, December 31, 2000       12,865,000            5,146         75,750       80,896       (23,089)         (468)       57,339

2/7/01 issuance of common
 stock for cash                      10,000                4          9,996       10,000                                    10,000

3/30/01 issuance of common
 stock for compensation              20,000                8         19,992       20,000                                    20,000

4/6/01 issuance of common
 stock for cash                      11,000                4         10,996       11,000                                    11,000

Net loss for year ended
 December 31, 2001                                                                            (245,568)                   (245,568)

Cumulative translation                                                                                           648           648
                                 -------------------------------------------------------------------------------------------------
Balance, December 31, 2001       12,906,000       $    5,162    $  116,734    $  121,896    $ (268,657)   $      180    $ (146,581)
                                 =================================================================================================
</TABLE>

           See Accompanying Notes and Independent Auditors' Report

<PAGE>
Page 1

                     DIGITAL VILLAGE WORLD TECHNOLOGIES, INC.
                             (A Nevada Corporation)
                         (A Development Stage Company)
                     Notes to Consolidated Financial Statements
                                December 31, 2001
                                (In US Dollars)



Note 1.  ORGANIZATION AND NATURE OF BUSINESS

         The Company was incorporated under the laws of the State of Nevada on
         September 15, 1998, as Body Concepts, Inc. On May 25, 2000 the Company
         changed its name from Body Concepts, Inc. to Digital Village World
         Technologies, Inc.

         On May 19, 2000 the Company increased its authorized capital stock from
         25,000,000 common shares with a par value of $0.001 to 62,500,000
         common shares with a par value of $0.0004 each par value.

         On May 19, 2000 the Company completed a 2.5:1 forward split of its
         outstanding stock. This forward split increased the number of issued
         and outstanding shares from 1,750,000 common shares to 4,375,000 common
         shares.

         Pursuant to the terms of a share exchange which was effective as of
         December 18, 2000, the Company acquired all of the issued and
         outstanding stock of Digital Village World Technologies (Canada) Inc.
         ("DVC") in exchange for the issuance of 8,490,000 shares of its
         authorized but previously unissued common stock, which shares were
         valued at par value for purposes of the acquisition.  The acquisition
         was accounted for as a purchase, and accordingly, the operating results
         for DVC will be reported only for the period subsequent to the
         acquisition.  Assets and liabilities of DVC at the date of acquisition
         on December 18, 2000, are as follows:

               Assets
                  Cash and cash equivalents                        $     56,725
                  Accounts receivable                                    10,285
                  Fixed assets, net                                      83,028
                                                                   ------------
                                                                        150,038
                                                                   ------------
               Liabilities
                  Accounts payable                                       13,161
                  Current portion of loan                                 6,811
                  Due to related company                                 20,000
                  Due to related parties                                144,423
                                                                   ------------
                                                                        184,395
                  Long-term loan                                         10,785
                                                                   ------------
                                                                        195,180
                                                                   ------------
               Net assets  (liabilities)                                (45,142)
               Cumulative translation, included in above,
                  Booked in stockholders' equity of the Company             468
                                                                   ------------
                                                                        (44,674)
               Goodwill on acquisition (note 5)                          48,070
                                                                   ------------
               Issuance of 8,490,000 common shares at par value    $      3,396
                                                                   ============

<PAGE>
Page 2

                     DIGITAL VILLAGE WORLD TECHNOLOGIES, INC.
                             (A Nevada Corporation)
                         (A Development Stage Company)
                     Notes to Consolidated Financial Statements
                                December 31, 2001
                                (In US Dollars)



Note 1.  ORGANIZATION AND NATURE OF BUSINESS (cont'd)

         DVC is a Canadian company incorporated in the Province of British
         Columbia, Canada.  DVC is an internet content provider that provides
         bi-lingual content in Chinese and English, technical services to
         companies in China, and provides third party internet services such as
         web design, web hosting and content development for firms that
         specialize in naturopathic and traditional eastern health sciences in
         North America.

         The historical information of Digital Village World Technologies, Inc.
         that is the basis for the pro forma information at December 18, 2000 is
         as follows:

               Summary Balance Sheet
                  Assets
                    Cash                                           $     44,171
                    Advances to related company                          20,000
                                                                   ------------
                                                                   $     64,171
                                                                   ============
                  Liabilities
                     Accounts payable                                     1,871
                                                                   ------------
                  Stockholders' equity
                     Capital stock - par value                            1,750
                         - additional paid-in capital                    75,750
                                                                   ------------
                                                                         77,500
                  Deficit                                               (15,200)
                                                                   ------------
                                                                         62,300
                                                                   ------------
                                                                   $     64,171
                                                                   ============

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, Digital Village World
         Technologies (Canada) Inc.  All significant intercompany transactions
         and balances have been eliminated.

         Basis of presentation

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

         Development stage company

         The accompanying financial statements have been prepared in accordance
         with the provisions of Statement of Financial Accounting Standard No.
         7, "Accounting and Reporting by Development Stage Enterprises".

<PAGE>
Page 3

                     DIGITAL VILLAGE WORLD TECHNOLOGIES, INC.
                             (A Nevada Corporation)
                         (A Development Stage Company)
                     Notes to Consolidated Financial Statements
                                December 31, 2001
                                (In US Dollars)



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.

         Cash and cash equivalents

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

         Income Taxes

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

         Compensated absences

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

         Net profit 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.

<PAGE>
Page 4

                     DIGITAL VILLAGE WORLD TECHNOLOGIES, INC.
                             (A Nevada Corporation)
                         (A Development Stage Company)
                     Notes to Consolidated Financial Statements
                                December 31, 2001
                                (In US Dollars)



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

         Disclosure about fair value of financial instruments
         The Company has financial instruments, none of which are held for
         trading purposes. The Company estimates that the fair value of all
         financial instruments at December 31, 2001 as defined in FASB 107, does
         not differ materially from the aggregate carrying values of its
         financial instruments recorded in the accompanying balance sheet.  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.

         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.

         Fixed assets
         Fixed assets are stated at cost less accumulated depreciation.
         Depreciation is recorded on the following rates:

         Office equipment     - 20% per annum on the declining balance basis
         Vehicles             - 30% per annum on the declining balance basis
         Computer equipment   - 30% per annum on the declining balance basis

         As at December 31, 2001, the fixed assets and accumulated depreciation
         are as follows:

<TABLE>
<CAPTION>
                                                                                      Accumulated     Net Book
                                      At Cost       Disposition      At Cost         Depreciation      Value
                                     12/31/00        12/31/01        12/31/01           12/31/01      12/31/01
         <S>                        <C>             <C>             <C>                <C>           <C>
         Office equipment           $     5,430     $      -        $     5,430        $     1,092   $     4,338
         Vehicles                        28,350         (17,245)         11,105             (2,475)       13,580
         Computer equipment              49,248            -             49,248             14,871        34,377
                                    -----------     -----------     -----------        -----------   -----------
                                    $    83,028     $   (17,245)    $    65,783        $    13,488   $    52,295
                                    ===========     ===========     ===========        ===========   ===========
</TABLE>

         Long-lived assets
         Statement of Financial Accounting Standards No. 121, "Accounting for
         the Impairment of Long-Lived Assets and for Long-Lived Assets to be
         Disposed Of," 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 did not have a material effect on the Company's results
         of operations, cash flows or financial position in these financial
         statements.

<PAGE>
Page 5

                     DIGITAL VILLAGE WORLD TECHNOLOGIES, INC.
                             (A Nevada Corporation)
                         (A Development Stage Company)
                     Notes to Consolidated Financial Statements
                                December 31, 2001
                                (In US Dollars)



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

         Foreign currency translation

         The functional currency of the parent Company Digital Village World
         Technologies, Inc. is the United States Dollar and of Digital Village
         World Technologies (Canada) Inc. is the Canadian Dollar and the
         reporting currency on a consolidated basis is the United States Dollar.

         The assets, liabilities, and operations of the Company are expressed in
         the functional currency of the Company in United States Dollars.
         Operations of the subsidiary Digital Village World Technologies
         (Canada) 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 recorded at historical exchange rates that existed at
         the time the underlying related asset was acquired.

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

                                                               Year Ended
                                                              December 31,
                                                         ----------------------
                                                             2001       2000
                                                         ----------  ----------
         Beginning balance                               $     (468) $     -
         Change during the period                               648        (468)
                                                         ----------  ----------
         Ending balance                                  $      180  $     (468)
                                                         ==========  ==========

         The effect of exchange rate changes on cash balances forms part of the
         reconciliation of change in cash and cash equivalents during the
         period.

<PAGE>
Page 6


                     DIGITAL VILLAGE WORLD TECHNOLOGIES, INC.
                             (A Nevada Corporation)
                         (A Development Stage Company)
                     Notes to Consolidated Financial Statements
                                December 31, 2001
                                (In US Dollars)



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

         Revenue Recognition

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

         Web Site Development Expenses

         Web site development expenses relate to the development of new online
         services and consist of employee compensation, as well as costs for
         content, facilities and equipment.  The consensus in the Financial
         Accounting Standards Board Emerging Issues Task Force (EITF) Issue No.
         00-2, Accounting for Web Site Development Costs, requires that certain
         costs to develop Web sites be capitalized (and amortized) or expensed,
         depending on the nature of the costs.

         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.
         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 will adopt the consensus in the Issue
         in fiscal 2001.

Note 3.  CASH AND CASH EQUIVALENTS - $2,283

         The total for cash and cash equivalents as at December 31, 2001, is
         made up as follows:

         Cash in bank current accounts        $      438
         Cash in lawyer's trust account            1,845
                                              ----------
         Total                                $    2,283
                                              ==========

Note 4.  ACCOUNTS RECEIVABLE - $4,873

         The accounts receivable balance of $4,873 as at December 31, 2001 is
         Canadian Goods and Services Taxes refundable

<PAGE>
Page 7

                     DIGITAL VILLAGE WORLD TECHNOLOGIES, INC.
                             (A Nevada Corporation)
                         (A Development Stage Company)
                     Notes to Consolidated Financial Statements
                                December 31, 2001
                                (In US Dollars)



Note 5.  GOODWILL - $48,070

         On December 18, 2000 the acquisition of Digital Village World
         Technologies (Canada) Inc. included liabilities that exceeded the
         assets by $44,674 and the consideration of 8,490,000 treasury shares at
         par value of $0.0004 per share or $3,396, resulted in goodwill on the
         transaction of $48,070 that will be amortized over ten years,
         commencing after revenue commences from proposed operations.
         Management has determined that there is no impairment in the value of
         this goodwill below its cost.

Note 6.  ACCOUNTS PAYABLE - $48,524

         Details of the total of accounts payable and accrued as at December 31,
         2001, are as follows:

         Frascona, Joiner, Goodman and Greenstein, P.C.        $     2,323
         Blake, Cassels & Graydon                                      819
         Loeb&Loeb LLP                                               7,075
         Moen and Company                                           18,840
         Moffitt & Company                                             525
         Payroll and other payables                                  2,208
         Resident Agents of Nevada, Inc.                               197
         RR Donnelley Receivables, Inc.                             15,995
         Signature Stock Transfer, Inc.                                542
                                                               -----------
         Total                                                 $    48,524
                                                               ===========

Note 7.  RELATED PARTY TRANSACTIONS - $262,352

         The amount of $144,423 is due to a related party, Tianjin Teda Yu Cheng
         Group. The amount of $117,929 is due to Directors of the Company as at
         December 31, 2001 for loans that they have advanced to the Company.
         These amounts are unsecured, non interest bearing, with no specific
         terms of repayment, but in any event no earlier than June 30, 2003.

Note 8.  LOAN PAYABLE

         As at January 1, 2000, Mr. Richard Wang, Director and President of the
         Company transferred a loan to DVC which was signed by him on June 21,
         1999 with Ford Credit Canada Limited for financing of CAD$40,869 for
         purchase of a new vehicle with the interest rate of 0.10% per annum for
         a total of 48 payments with each payment of CAD$851.44 principal and
         interest.  This vehicle is owned by the Company.  The first payment
         commenced on July 21, 1999 and the last payment is due on June 21,
         2003.  This loan is guaranteed by Mr. Richard Wang.  As at December 31,
         2001, this vehicle was transferred to Mr. Wang at the residual value
         and accordingly, the loan balance was transferred to Mr. Wang.

<PAGE>
Page 8

                     DIGITAL VILLAGE WORLD TECHNOLOGIES, INC.
                             (A Nevada Corporation)
                         (A Development Stage Company)
                     Notes to Consolidated Financial Statements
                                December 31, 2001
                                (In US Dollars)



Note 9.  LEASE OBLIGATIONS

         a)   Vehicle Lease
              On January 19, 2000, DVC entered into a 36 month lease with
              Lansdowne Dodge City Ltd. for a vehicle to be used by the Company.
              Lease payments are expensed as they are incurred.  Lease
              obligations are as follows:

                       2002     CAD$     8,000
                       2003     CAD$       667

         b)   Lease of Premises
              DVC has lease obligations for office premises for the next 12
              months for CAD$25,369.

Note 10. CAPITAL STOCK

         a)   Authorized:  62,500,000 common shares with a par value of $0.0004
              per share.
         b)   Issued and outstanding common shares as at December 31, 2001, are
              as follows:

<TABLE>
<CAPTION>
                                                                                        Additional
                                               Issued       Number of          Par        Paid-in
                                                Date          Shares          Value       Capital        Total
                                              ------------  ------------  ------------  ------------  ------------
              <S>                             <C>           <C>           <C>           <C>           <C>
              private placement               15/09/1998     1,000,000    $     1,000   $     1,500   $     2,500
              private placement               31/12/1998       750,000            750        74,250        75,000
                                                            ----------    -----------   -----------   -----------
              Balance                         31/12/1998     1,750,000          1,750        75,750        77,500
                                                            ----------    -----------   -----------   -----------
              Balance                         31/12/1999     1,750,000          1,750        75,750        77,500
                                                            ----------    -----------   -----------   -----------
              Balance, before
                forward split                 19/05/2000     1,750,000          1,750        75,750        77,500
                                                            ==========    ===========   ===========   ===========
              2.5:1 forward split             19/05/2000     4,375,000          1,750        75,750        77,500
              Share exchange                  18/12/2000     8,490,000          3,396                       3,396
                                                            ----------    -----------   -----------   -----------
              Balance                         31/12/2000    12,865,000          5,146        75,750        80,896
              issued for cash                 07/02/2001        10,000              4         9,996        10,000
              issued for compensation         30/03/2001        20,000              8        19,992        20,000
              issued for cash                 06/04/2001        11,000              4        10,996        11,000
                                                            ----------    -----------   -----------   -----------
              Balance                         31/12/2001    12,906,000    $     5,162   $   116,734   $   121,896
                                                            ==========    ===========   ===========   ===========
</TABLE>

<PAGE>
Page 9

                     DIGITAL VILLAGE WORLD TECHNOLOGIES, INC.
                             (A Nevada Corporation)
                         (A Development Stage Company)
                     Notes to Consolidated Financial Statements
                                December 31, 2001
                                (In US Dollars)



Note 11. INCOME TAXES

         a)  The most recent Federal Income Tax filing for the Company for the
             US was for the year ended December 31, 2000, disclosing no income
             taxes payable to the US Internal Revenue Service.

         b)  There is a loss of $268,657 carried forward that may be applied
             towards future profits. No deferred income taxes are recorded as an
             asset.  A reserve has been claimed that offsets the amount of tax
             credit available from use of the loss carry forward because there
             is presently no indication that these tax losses will be utilized.

Note 12. FINANCIAL INSTRUMENTS

         The Company's financial instruments consist of cash and cash
         equivalents, accounts receivable, accounts payable and accrued, current
         portion of loan, due to related parties and long-term loan payable.  It
         is management's opinion that the Company is not exposed to significant
         interest, currency or credit risks arising from these financial
         instruments.  The fair value of these financial statements approximates
         their carrying values.

Note 13. PENSION AND EMPLOYMENT LIABILITIES

         The Company does not have liabilities as at December 31, 2001, for
         pension, post-employment benefits or post-retirement benefits.  The
         Company does not have a pension plan.

Note 14. PROFIT SHARING AGREEMENT

         By agreement for reference dated May 1, 2000 and as amended on May 31,
         2001, Digital Village World Technologies Inc, subsequently renamed
         Digital Village World Technologies (Canada) Inc., ("DVC") entered into
         an agreement with TianJin TEDA Yu Cheng Group Co Ltd., a wholly owned
         subsidiary of the People's Daily Newspaper Group in China with its
         principal place of business in Tianjin, the People's Republic of China.
         ("Yu Cheng").

         (a)  Proposed Business Operations.

              (i)    Yu Cheng has formed a new domestic Chinese company called
                     Yuxun Digital Hi-Tech Co Ltd. ("Yuxun") which is a local
                     Internet Service Provider (ISP) in the Tianjin region;
              (ii)   Yuxun has agreed to form a domestic joint venture with
                     Tianjin Chuang Xian Information Development Co Ltd ("Chuang
                     Xian") that will assume Yuxun's ISP business and Chuang
                     Xian's IT services to form a new business (New Business);

<PAGE>
Page 10

                     DIGITAL VILLAGE WORLD TECHNOLOGIES, INC.
                             (A Nevada Corporation)
                         (A Development Stage Company)
                     Notes to Consolidated Financial Statements
                                December 31, 2001
                                (In US Dollars)



Note 14. PROFIT SHARING AGREEMENT (cont'd)

              (iii)  The Business requires working capital; Yu Cheng is the
                     controlling shareholder of DVC and as such wishes to
                     advance the business of DVC in China by having DVC provide
                     overall management for the Business and to raise working
                     capital for the Business in accordance with this agreement.

         (b)  Management of New Business / Working Capital
              (i)    YU Cheung hereby appoints DVC to be its manager to manage
                     the affairs of the Business for a  term  of  25 years,
                     unless terminated earlier as provided herein, provided that
                     (ii)
              (ii)   DVC assumes the responsibility for raising all working
                     capital requirements of the New Business.

         (c)  Profit Sharing
              (i)    Yu Cheung hereby agrees that 80% of the net profits of the
                     Business (Profit Allocation) will be earned by DVC provided
                     DVC raises the required working capital, as hereinafter
                     defined, and provides the senior management, as hereinafter
                     defined, for the Business.)
              (ii)   Net Profits will be defined according to GAAP as determined
                     by the auditor of the Business, approved by DVC.
              (iii)  The parties agree that semi-annually Net Profits will be
                     determined and 20% thereof, or such other amount agreed to
                     by the parties, shall be retained by the Business as
                     working capital and that the balance distributed to the
                     parties on a 80/20 basis, 80% for DVC and 20% for Yu
                     Cheung, respectively, at each parties option. Either party
                     may choose to leave their portion of the Net Profits in the
                     Business as addition to a loan account owed to that party
                     by the Business.

         (d)  Management
              (i)    DVC will form a new Chinese firm, a wholly owned foreign
                     enterprise (WOFE) which will provide no fewer than two
                     senior executives, at DVC's cost, to provide on-going
                     executive management for the New Business.
              (ii)   Yu Cheng agrees that DVC may appoint 2 out of 5 persons to
                     be directors of the Business.

         (e)  Conversion to Equity
              The parties acknowledge that it is their intention to treat DVC's
              Profit Allocation as a substitute to owning 80% of the equity of
              the New Business and therefore as and when the rules of China
              permit DVC to own, through the WOFE, shares in the Business, it is
              agreed that the parties will take such steps as are necessary to
              have shares issued to the WOFE and upon such event occurring the
              Profit Allocation will be adjusted, to ensure that the underlying
              80/20 arrangement is adhered to.

<PAGE>
Page 11

                     DIGITAL VILLAGE WORLD TECHNOLOGIES, INC.
                             (A Nevada Corporation)
                         (A Development Stage Company)
                     Notes to Consolidated Financial Statements
                                December 31, 2001
                                (In US Dollars)



Note 14. PROFIT SHARING AGREEMENT (cont'd)
         (f)  Capital
              (i)    DVC, through the WOFE, will provide capital of not less
                     than $500,000 US contributed over 12 months or as otherwise
                     agreed to by the parties hereto.
              (ii)   In the event that the Capital is not raised within the said
                     12 months, the Profit Allocation shall be adjusted based on
                     the percentage actually raised of the $500,000 US.
              (iii)  Yu Cheung will assist the WOFE to have all capital
                     contributions registered as loans to the New Business, in
                     order to ensure that when the Business is able, that DVC
                     will be able to repatriate the Capital out of China should
                     DVC so elect.

         (g)  Annual Budget
              The parties agree that they will on an annual basis agree upon an
              annual budget, prepared in accordance with United States GAPP and
              that unless otherwise agreed, the New Business will be managed in
              accordance with the annually agreed upon budget.

         (h)  Assignment
              The Parties agree that DVC may assign this agreement to any 3rd
              party provided that any assignee agrees to be bound by the terms
              of this agreement.

         (i)  Termination
              (i)    This Agreement shall terminate and be of no further force
                     or effect if DVC fails to meet any material obligation of
                     this Agreement, or DVC files a voluntary petition in
                     bankruptcy, or an involuntary petition in bankruptcy is
                     filed against DVC, or DVC is liquidated or its business
                     transferred to a receiver, or DVC makes a general
                     assignment of all its assets on behalf of creditors.

              (ii)   Upon the occurrence of any event as set out in i(i), above,
                     Yu Cheng shall send a written notice to DVC stating the
                     nature of the breach.  If the breach is curable DVC shall
                     have thirty days from the date of the notice to cure the
                     breach.

         (j)  Notice
              Notices as to disputes or termination to be given under this
              Agreement shall be signed by the party giving such notice and
              mailed by certified or registered mail, addressed to the party to
              be notified at its then current business address as set forth at
              the beginning of this Agreement or as subsequently changed by
              giving notice. Notice as to address changes, pricing changes,
              warranty changes and other matters relating to policy and business
              may by given to such addresses, by facsimile transmission, telex,
              telegram or first class mail. Notices by mail shall be deemed
              given three days after mailing.

<PAGE>
Page 12

                     DIGITAL VILLAGE WORLD TECHNOLOGIES, INC.
                             (A Nevada Corporation)
                         (A Development Stage Company)
                     Notes to Consolidated Financial Statements
                                December 31, 2001
                                (In US Dollars)



Note 14. PROFIT SHARING AGREEMENT (cont'd)
         (k)  Settlement of disputes and Governing Law
              (i)    In the event a dispute arises in connection with the
                     interpretation or implementation of this Agreement, the
                     parties to the dispute shall attempt in the first instance
                     to resolve such dispute through amicable consultations. If
                     the dispute cannot be resolved in this manner within thirty
                     (30) days after first conferring, then any or all parties
                     to the dispute may refer the dispute to arbitration by the
                     Beijing International Arbitration Committee ("Committee").
                     The number of arbitrators shall be three. The claimant(s)
                     in the dispute shall appoint one arbitrator within thirty
                     (30) days of filing notice of the arbitration, and the
                     respondent(s) in the dispute shall appoint one arbitrator
                     within thirty (30) days thereafter. If the respondent fails
                     to so appoint an arbitrator, the Arbitration Centre shall
                     appoint the second arbitrator. The two arbitrators thus
                     appointed shall choose the third arbitrator, and if they
                     fail to do so within thirty (30) days after the appointment
                     of the second arbitrator, the third arbitrator shall be
                     appointed by the Committee. The arbitration proceedings
                     shall be conducted in the English language.
              (ii)   Any award of the arbitrators shall be final and binding on
                     the parties. The costs of arbitration shall be borne by the
                     losing party, unless the arbitrators determine that this
                     would be inequitable. The parties agree and recognize that
                     any award of the arbitrators shall be recognizable and
                     enforceable in any court having jurisdiction over the party
                     against whom the award was rendered, and also wherever
                     assets of such party are located.
              (iii)  The legal relations between the parties under this contract
                     shall be interpreted in accordance with the substantive
                     laws of China. Any disputes between the parties concerning
                     their legal obligations arising under this contract which
                     are submitted to arbitration pursuant to this clause shall
                     be decided pursuant to the substantive laws of China.

         (l)  Non Competition
              The parties agree that during the currency of this agreement that
              they will not, directly or indirectly, in any manner whatsoever,
              be engaged in any business competitive to the business of New
              Business or advise or be concerned with or interested or lend
              money to/or guaranty the debts or obligations of a competitive
              business.

         As at December 31, 2001, Mr. Edward Chen, a Director of the Company
         paid $56,774 (480,000 Chinese Yuan) to Yuxun on behalf of the Company.
         This amount was recorded as an investment and advance to Yuxun Digital
         Hi-Tech Co. Ltd. and as a loan from related parties.

<PAGE>
Page 13

                     DIGITAL VILLAGE WORLD TECHNOLOGIES, INC.
                             (A Nevada Corporation)
                         (A Development Stage Company)
                     Notes to Consolidated Financial Statements
                                December 31, 2001
                                (In US Dollars)



Note 14. PROFIT SHARING AGREEMENT (cont'd)

         The abovementioned joint venture has not been formed as yet due to
         inability of DVC to raise the $500,000 in capital as at December 31,
         2001.  Subsequently, this deal was renegotiated (see note 16).

Note 15. CONSULTING AGREEMENT - BRIAN ROBERTS

         By agreement dated February 1, 2000, in accordance to the law of
         British Columbia, Canada, Digital Village World Technologies Inc.,
         subsequently renamed Digital Village World Technologies (Canada) Inc.,
         entered into a Consulting Agreement with Brian Roberts ("Roberts")
         whereby he would assist the Company in completion of its Business Plan
         and set up its administrative systems, on a month to month basis.
         Either party may terminate this agreement, with or without cause, upon
         thirty days notice to the other party.

         Terms and Conditions of the agreement:

         (a)  Remuneration

              (i)    The Company agrees to issue 250,000 fully paid common
                     shares of DVC at par value, for all services to be
                     performed by Roberts under this agreement
              (ii)   Roberts agrees to enter a pooling agreement at the time the
                     shares are issued wherein he agrees that he will not sell,
                     transfer or otherwise dispose of any of the Shares before
                     18 months has elapsed from the date the Shares, directly or
                     indirectly, become publicly traded.

         (b)  Expenses

              In addition to the Shares, in (a), above, DVC shall reimburse
              Roberts, for all reasonable and necessary business expenses
              incurred by him in the performance of his duties, including,
              without limitation, expenses for travel, meals, entertainment and
              other miscellaneous business expenses.  Roberts shall submit to
              DVC written, itemized expense accounts for approval with such
              additional substantiation and justification as DVC may reasonably
              request.

         (c)  Non-Competition

              During the term of this agreement and for a term of one year after
              its termination, Roberts covenants and agrees that he will not
              directly or indirectly, whether as owner, shareholder, director,
              agent, officer, consultant, independent contractor, or in any
              other capacity whatsoever, of a corporation, partnership or
              proprietorship, compete with DVC or any of its affiliates.

<PAGE>
Page 14

                     DIGITAL VILLAGE WORLD TECHNOLOGIES, INC.
                             (A Nevada Corporation)
                         (A Development Stage Company)
                     Notes to Consolidated Financial Statements
                                December 31, 2001
                                (In US Dollars)



Note 16. SUBSEQUENT EVENTS

         a)  Proposed Debt Financing

             The Company has, in January, 2002 entered into negotiations with a
             group of seven company shareholders for loans totaling in the
             aggregate $300,000 US, non-interest bearing, for a term of twenty-
             four months, secured by promissory notes to be issued to each
             lender for the specific amounts borrowed by the Company.

             To the date of this report, March 21, 2002, $100,000 US has been
             advanced to the Company.

         b)  Proposed Acquisition/Proposed Change of Control

             i)    Digital Village World Technologies, Inc. ("DVWT") proposes to
                   enter into a deal with China Tianjin Global Magnetic Card Co.
                   Ltd. ("TGM") whereby interest in the magnetic and smart card
                   business of TGM may be acquired by DVWT by the issuance of
                   treasury shares of DVWT, subject to due diligence, approvals
                   by these companies and regulatory bodies.

                   This agreement has not been finalized at the date of issuance
                   of these financial statements.

             ii)   The proposed issuance of shares may result in the change in
                   effective control of the Company.

             iii)  TGM also proposes to provide funds and technology to the
                   project and business outlined in note 14, above.



<PAGE>