<PAGE>

                      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, 2000
                          ------------------------------------------------------

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 _______________


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

                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)


                                (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)


     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.  [X]

     State issuer's revenue for its most recent fiscal year   $2,712
                                                            ------------

     State the aggregate market value of the voting and non-voting common equity
held by no-affiliates computed by reference to the price at which the common
equity as 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.)  $9,220,400
                              ---------

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

                  ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                          DURING THE PAST FIVE YEARS

     Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of
reasonable assumptions, if the assumptions are stated.
Yes  X           No___
    -----

                   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, 2000 there
                                                   -----------------------------
were 12,865,000 shares outstanding
----------------------------------

     Transitional Small Business Disclosure Format (check one):
Yes____          No____

     If the following documents are incorporated by reference, briefly describe
them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which the document is incorporated: (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").  The listed
documents should be clearly described for identification purposes (e.g., annual
report to security holders for fiscal year ended December 24, 1990).
<PAGE>

                    DIGITAL VILLAGE WORLD TECHNOLOGIES INC.
                                  FORM 10-KSB
                                     INDEX

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
                                    PART I

Item 1.   Description of Business.........................................   1

Item 2.   Description of Properties.......................................   8

Item 3.   Legal Proceedings...............................................   8

Item 4.   Submission of Matters to a Vote of Security Holders.............   8

                                    PART II

Item 5.   Market for Registrant's Common Equity and Related
          Stockholder Matters.............................................   8

Item 6.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations.............................   9

Item 7.   Financial Statements............................................  10

Item 8.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure.............................  10

                                   PART III

Item 9.   Directors and Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(a) of the Exchange Act...............  11

Item 10.  Executive Compensation..........................................  12

Item 11.  Security Ownership of Certain Beneficial Owners and Management..  13

Item 12.  Certain Relationships and Related Transactions..................  14

Item 13.  Exhibits, List and Reports on Form 8-K..........................  14

Signatures................................................................  15

Financial Statements...................................................... F-1
</TABLE>
<PAGE>

                                     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
15, 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, on such date, 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,
email: info@dvwt.net and the Company's web page is www.dvwt.net. 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's principal business is to manage the operations of DVC and
manage the operations of a Chinese domestic joint venture, Yu Xun CNTime Group
Co. Ltd. ("CNTime Group") pursuant to the terms of a profit sharing agreement.
The partners of CNTime Group are subsidiaries of the People's Daily and China
Telecom Tianjin.  Management of CNTime Group is currently being conducted
through DVC, although it is expected that such management will be assumed and
conducted by a wholly owned foreign enterprise ("WOFE").

                                       1
<PAGE>

DVC


     DVC is a Canadian company incorporated in the Province of British Columbia.
DVC is an internet content provider that provides bi-lingual content and
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.  DVC offers the following website and health related services:


     .  Enhances company's web presence with affordable site design, hosting
        and promotion services
     .  Maximizes firm's computer networking and software capabilities
     .  Provides information on e-commerce, online marketing and web design
     .  Provides access to a health portal and a free online medical equipment
        catalog

     DVC's health related services include a health portal with around the web
retrieval function, virtual clinic, online medical databases and a listing of
medical schools for nurses, dentists and doctors. The Online Medical Equipment
Catalog is free of charge to both manufacturers and distributors, who can add
products and services to the catalog, and health care professionals and
consumers, who can search the catalog at their convenience.

CNTime Group

     CNTime Group, has two operating units, CNTime.com (the "Website") and
the operation of a club ("Club")  Club is a subscription based Internet school
that is offered initially to K through 12 students in the Tianjin region.

     CNTime Group will initially generate revenue through the following
     activities:


  .  Member fees averaging 79 Rmb per month from Club student subscribers.
  .  Club monthly business fees from retailer - participants in the Club Card
     discount program.
  .  Banner advertising fees and transaction sharing arrangements with portal
     advertisers.
  .  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
     on the Website.

     CNTime.com (Website)

     The WebSite is 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 business-to-business
site, and (iii) provide a site for publication of The People's Daily ("PD")
online news edition.

     The People's Daily 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.

                                       2
<PAGE>

     CNTime.com also provides a platform (a "sub-hub") on which other Internet
Content Providers can adapt their specific applications for CNTime.com users.
CNTime Group will charge third parties a fee based upon transactions conducted
and on banner advertising revenues generated.

     CNTime.com currently, or plans to,  provide the following platforms:

     .  e-Health - Users of this sub-hub can query Chinese doctors on health
        related questions and also access information on health trends, research
        and new medicine features including information on traditional Chinese
        medicine (this is currently the www.dvwtonline.com).
                                        --------------------

     .  e-Media - This sub-hub will be operated for the People's Daily Online
        network and provide a news and information service from a Chinese
        perspective and is available in a number of languages. In addition, the
        site will include news features from a variety of Western news agencies
        and sources.

     .  e-Entertainment - This sub-hub will include a number of computer games,
        entertainment features, chat rooms and links to related sites.

     .  e-Commerce - This sub-hub will operate as a showcase and virtual trade-
        show for Chinese products, will include a proprietary search engine, and
        will allow online shopping and individual company product information
        sub sections.

     .  e-Education - Through this sub-hub North American universities or
        recognized learning institutions may offer online courses to Chinese
        students such that successful completion will result in certificates or
        diplomas from both the Western institution as well as Chinese
        institutions.

     Club Services

     Through the Club, CNTime Group provides its members, initially students
between K to 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 pay monthly fees of 78RMB for the basic education package on year
to year agreements.  Alternatively, Members may pay 178 RMB/month on four-year
agreements for the computer and access to the education package.

     The Club program is being 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 is currently managed with a staff of approximately 30 people,
which is expected to expand to 100 plus during 2001.  The education package
provides 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.

                                       3
<PAGE>

     Content is 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 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 free Internet
access for Members.  HiSence and the Bank will co-brand and assist in the
marketing of Club memberships through its 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 pay CNTime Group a monthly fee
for promoting their businesses.

     CNTime Group has finalized an arrangement with HiSense Computer Company to
provide basic personal computer units to CN-Time Club subscribers on a 48 month
lease arrangement basis of 100 Rmb per month.  HiSense will oversee delivery and
installation of each PC at new subscriber addresses as well as monthly billing
and collection operations.  China Telecom will handle Internet line hookup
operations.  Digital Village estimates a potential demand for up to 1,000,000
PCs under this program over the initial 24 month period.

     CNTime Group may also acquire the right to provide certain IT services in
the Tianjin Region that are currently undertaken by Tianjin Chuang Xian
Information Development Co. Ltd ("Chung Xian"), a subsidiary of China Telecom,
Tianjin. Such IT services will only be undertaken by CNTime Group once China
regulations apply after the WTO agreement has been signed and the WOFE has
contributed the required capital and management to CNTime Group.

     The potential IT business of CNTime Group may include the provision of
broadband services, leasing lines, original equipment manufacturer sales,
network maintenance, server parking, web hosting and related IT activities in
the Tianjin region.

     Joint Venture and Profit Sharing Agreement

     The Company through DVC will form a Chinese wholly owned foreign enterprise
(WOFE) subsidiary called Tianjin Navada Digital World Technologies Co. Ltd.  The
establishment of the WOFE requires approval from the Chinese MII ministry.
Ultimately, conversion of the WOFE's profit share percentage in CNTime Group to
equity will require MII approval but this will only be possible after China
becomes a signatory to the World Trade Organization. The key components of the
Profit Sharing Agreement are:


     .  Term of 25 years

     .  80% of net profits (as defined according to GAAP and as determined by
        Digital Village's auditor) will be earned by Digital Village provided
        the Company contributes the required capital and provides the required
        senior management (no fewer than two personnel and to be at Digital
        Village's cost).

     .  20% of net profits will be retained as working capital by CNTime with
        the balance distributed on an 80/20 basis.

     .  Digital Village may appoint 40% of the directors of CNTime.

     .  As and when the rules of China permit Digital Village to own, through a
        newly formed wholly owned foreign enterprise, Tianjin Navada Digital
        World Technologies Co. Ltd.,

                                       4
<PAGE>

        shares in CNTime, then the parties will take the necessary steps to have
        shares issued to the WOFE and the profit allocation percentages will be
        adjusted to ensure that the underlying 80/20 arrangement is adhered to.


     .  Financing to be provided by the Company will be not less than $4.0
        million over a 12 month period commencing on May 2, 2000.

     .  If the financing is not raised within 12 months, or the time frame
        extended, the profit allocation will be adjusted based on the percentage
        actually raised.

     .  All financing contributed by the Company will be in the form of loans in
        order to allow for expatriation of the funds out of China when
        required.

Joint Venture Partners

     In November 2000, The People's Daily, the largest media group in China
and the voice of the Chinese Government and China Telecom Tianjin ("CT"),
China's telecommunication monopoly, through their Tianjin based Information
Technology ("IT") subsidiaries, the Yu Cheng  Group's IT subsidiary, Yu Xun
Digital Hi-Tech Co. Ltd. ("Yu Xun") and Tianjin Chuang Xian Information
Development Co. Ltd. ("Chuang Xian"), formed a Chinese domestic joint venture,.

     Tianjin Teda Yu Cheng Group Co. Ltd. (Yu Cheng Group)

     The Yu Cheng Group is a wholly owned subsidiary of The People's Daily. The
People's Daily is the largest media group in China and the voice of the Chinese
Government.  The People's Daily provides the latest news dispatches of policy
information and resolutions of the Chinese Government and major domestic and
international news releases from China. It reflects the view of the Chinese
people and is also published under the banner of nine newspapers and six
magazine subsidiaries including Overseas, East China, the South China editions
of The People's Daily, Market Daily, International Financial Daily, Jiangan and
Tianjin Global Times, Health Times, and Satire and Humor.

     The People's Daily Online Edition provides all major news releases from The
People's Daily along with new policies, resolutions and statements of the
Chinese Government, activities of Chinese leaders, basic facts on China, and
places of interest in China.  The People's Daily Online site has won wide fame
as a major medium disseminating information from China and has been credited as
the largest Chinese website on the Internet for its visitor numbers and daily
information supply.

       Tianjin Chuang Xian Digital Information Development Co. Ltd.

     Tianjin Chuang Xian Digital Information Development Co. Ltd. is a wholly
owned subsidiary of CT's Tianjin division.  CT is China's telecommunication
monopoly and has become the dominant Internet backbone in China. The CT network
accounts for 82% of China's total connections to the Internet.  CT itself is the
dominant Chinese Internet Service Provider, although a number of smaller ISPs
operate by leasing resources from CT.

     CT has recently reorganized itself into two macro groups, one which owns
and controls the main infrastructure and the other which provides the actual
services to customers/users. The latter group is open for third parties to
collaborate and compete.

Media Advertising

                                       5
<PAGE>

     As the traffic to the CNTime.com site and the various sub-hubs increases,
the Company will sell banner ads and links to strategic business partners.
During 2001, Digital Village plans to enter into an arrangement with an
advertising agency which will orchestrate the entire banner advertising program.
Such an agency may be Hong Kong based.  Digital Village will recruit an
advertising sales manager to oversee this program on behalf of the Company.

     Banner ads are small, typically rectangular, graphic images that are linked
to a target ad.  Such ads come in a variety of sizes, with 90% ranging from 120
to 500 pixels wide (with a median of 460 pixels) and from 45 to 120 pixels high
(with a median of 60 pixels).  Banner ads typically provide little information
other than identify the sponsor and serve as an invitation for a site visitor to
click on the banner to learn more.  Target ads range from a single web page with
basic HTML, a single Web page enhanced by Java applets and audio or could be a
series of linked pages, even a complete corporate "Internet Presence",
"Content", or "Online Storefront" site.  An advertising price matrix will be
developed based on a number of criteria including amount of traffic, location of
ad, size of ad, number of ads, and frequency.


Industry Overview

     According to Killen and Associates, a marketing research firm, information
technology spending in China, including Hong Kong, will rise from RMB 25 billion
in 1997 to RMB 71 billion in 2002, at an annual compound growth rate of 24%.
High capacity networks covering the whole country are being put in place. This
network system is utilizing the most modern technology and is based on a grid of
optical cables supplemented by satellite and digital microwave systems.

     Systems at 8x2.5 Gbps have been adopted on the major transmission trunks
for transmission of broadband information and application of different
categories of services. The urban and rural telephone network, mobile
communications network and the public data and multimedia network have been
completed. The information industry continued its fast growth in 2000 with an
additional 22 million lines added to the Public Switched Telephone Network to
bring the total to 135 million lines

     The Internet market in China is dominated by Golden Bridge Network, the
internet service provider (ISP) set up by the Ministry of Electronics; China
Net, China Telecom's ISP; and a new entrant, the Ministry of Film, Broadcasting
and Television, which has a fiber, coax cable, microwave and satellite
transmission network throughout the wealthiest provinces and cities. The highest
concentration of Internet subscribers is in the wealthiest cities in China,
namely Beijing and Shanghai, according to China Network Information Center.

     The Internet market in China first started in 1987, when its use was
limited to the field of academic and educational institutions for research
purposes. The commercial use of the Internet in China began in 1995 with the
launching of ChinaNet.

     According to China Network Information Center, a market research firm the
number of Internet subscribers, has increased from 40,000 in 1995, to 100,000 in
1996 and to 2.1 million by the end of 1998. In 1998, Beijing, the capital, had
over 100,000 subscribers.

Competition

     Within the Tianjin area, there are two other firms offering online
educational services.  All competitor fees are higher than those charged by
CNTime Club and drop out rates after one year exceed 60%.  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

                                       6
<PAGE>

include dial up services to the competitive network. The web content is similar
to in- class teacher material.

Management of DVWT believe that competitive 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

     China has six basic telecom business operators and 3,000 value-added
telecom business companies. Basic telecom business refers to traditional telecom
operations such as fixed-line telephone and mobile phone communications while
value-added business refers to derivatives of the Internet such as Internet data
center, Web hosting and IP (Internet protocol) phones. Besides the present six
nationwide basic telecom operators including China Telecom, China Mobile, China
Unicom, China Netcom, Jitong and China Sat (China Satellite Telecom), a railway-
based China Railway Telecom is to soon be launched and become the seventh player
in ground communications.

     Within the IT business in Tianjin, China, competition is fierce.  Great
Wall Broadband Company commenced business in Tianjin in 2000 and built two fiber
optic networks in two large residential communities.  Another company Zheng
Liang (ZL) which is financed by Silicon Valley based Experexchang, Inc., has
entered the Tianjin server parking market.  ZL has leased 100 MB bandwidth from
Tianjin CT and is very active in recruiting clients even through the market for
server parking and leased line is limited.

Regulatory Issues

  China recently announced new rules to control Internet service provision and
Internet content activities, whether domestically or foreign owned.  The rules
now require such enterprises to be licensed and provide that a license can be
issued to firms that have foreign ownership.  Internet service providers in
China are classified into network access providers ("ISP") and content providers
("ICP"), each regulated by different government organizations. ISPs are overseen
and regulated by the Ministry of Information and Industry ("MII"), which sets
technological criteria and issues licenses for operation.  The MII's approval
and granting of licenses to ISPs may be based on issues such as the applicant's
capital structure, technology strength, capability for long-term services, and
management readiness.  ICPs are supervised and monitored by other government
authorities such as China's media and publishing regulators, the radio and TV
broadcast administration, and the public security agencies.

Legal System 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

                                       7
<PAGE>

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.

Employees and Consultants

     As of December 31, 2000, the Company had 4 executive consultants and 10
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, 2001 and the annual
rent is approximately $40,000 (Canadian).

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.

     During the fourth quarter of the fiscal year the only matter submitted to
the shareholders for approval was the acquisition of DVC pursuant to the Share
Exchange Agreement.  The matter was approved by the unanimous written consent of
shareholders holding a majority of the Company's issued shares.


                                    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 under the symbol DVWT.  The following table sets forth the range of bid
prices of the Company's common stock as quoted on pink sheets during the periods
indicated and the prices reported represent prices between dealers, do not
include markups, markdowns or commissions and do not necessarily represent
actual transactions.

<TABLE>
<CAPTION>
                Period Ended                            High                        Low
                ------------                            ----                        ---
   <S>                                                  <C>                        <C>
   Period ending February 28, 2001                      $3.00                      $2.96
</TABLE>

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

                                       8
<PAGE>

(b)  Shareholders

     As of December 31, 2000, there were 12,865,000 shares of common stock
outstanding held by approximately 47 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.

     OVERVIEW

     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 the Share Exchange
Agreement. Pursuant to the Share Exchange Agreement, on such date, the Company
acquired from the shareholders of DVC all of the shares of DVC 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's principal business is to manage the operations of DVC and
CNTime Group Co. Ltd. pursuant to the terms of a profit sharing agreement. The
partners of CNTime Group are subsidiaries of the People's Daily and China
Telecom Tianjin. Management of CNTime Group is currently being conducted through
DVC, although it is expected that such management will be assumed and conducted
by a WOFE.

     The consolidated financial statements are presented in US dollars.
Transactions and monetary assets denominated in currencies other than US
dollars are translated into US dollars at the respective applicable exchange
rates. Monetary assets and liabilities denominated in other currencies are
translated into US dollars at the applicable rate of exchange at the balance
sheet date. The resulting exchange gains

                                       9
<PAGE>

or losses are credited or charged to the consolidated statements of operations.
Currency translation adjustments arising from the use of different exchange
rates from period to period are included in comprehensive income.

RESULTS OF OPERATIONS

     OPERATING REVENUE

     The Company is a development stage company and due to limited operating
revenues, a year to year comparison of operating revenue would not be
meaningful. The Company through it subsidiary DVC, will provide bi-lingual
content and 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 Company will also manage the operations of CNTime Group
pursuant to the terms of a profit sharing agreement which provides for an 80%
stake in its net profits of CNTime Group.

     GENERAL AND ADMINISTRATIVE EXPENSES

     General and administrative expenses decreased by $1,146 or 8.3% to $12,530
for the period ended December 31, 2000 from $13,676 for the corresponding period
in 1999.  The decrease was mainly due to a decrease in consulting fees, office
costs and licenses, due and insurance.  Salary and benefits increased to $3,947
for the period ended December 31, 2000 from nothing in the corresponding
period in 1999. The increase was primarily due to an increase in salaries and
the addition of administrative staff.

     INCOME TAXES

     There were no income taxes incurred for the reporting periods.

     INFLATION

     In recent years, the Chinese economy has experienced periods of rapid
growth as well as relatively high rates of inflation, which in turn has resulted
in the periodic adoption by the Chinese government of various corrective
measures designed to regulate growth and contain inflation. Since 1993, the
Chinese government has implemented an economic program designed to control
inflation, which has resulted in the tightening of working capital available to
Chinese business enterprises.  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.

     LIQUIDITY AND CAPITAL RESOURCES

     For the year ended December 31, 2000, the Company's operating activities
used net cash of $12,530 compared to $13,676 in the comparable period for 1999.
The decrease is primarily the result of a decrease in office costs and
advertising costs.  The Company purchased property and equipment of $83,028
compared to no expenditure for property and equipment for the same period in
1999.  The Company's financing activities provided net cash of $164,847.  The
financings consisted of a loan from a related party for $144,423 and $3,396 from
the issuance of equity in a private placement of common stock.  Since December
31, 2000 the Company has acquired additional financing of $10,000.00 through the
issuance of equity in a private placement.

     In May of 2000 the Company entered into a Profit Sharing Agreement to
manage the activities of CNTime Group. Pursuant to the terms of the Profit
Sharing Agreement, the Company will receive 80% of the profits from the
operations of the Chinese domestic joint venture and the Company is required to
provide capital of at least $4,000,000 over the twelve month period commencing
in May 2000. In the event that the Company is unable to (i) provide the required
capital or (ii) obtain an extension for providing the capital, the profit
allocation under the Profit Sharing Agreement will be adjusted based on the
percentage of capital actually contributed. The Company is in the process of
negotiating an extension to the current deadline.

     The Company has historically relied upon sales of its common stock, debt
instruments and loans from related parties to finance its operations. Additional
financing will be required to meet its obligations under the Profit Sharing
Agreement and for current and long-term development, marketing, and working
capital. The Company continues to pursue opportunities for a private equity
offering and/or debt financing. There can be no assurances that any additional
financing will take place or, if so, that will be on acceptable terms. To the
extent of any shortfall in financing, the Company's operations will be delayed,
curtailed or prevented, and the Company may be required to suspend or
substantially modify its 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, 2000 and December 31, 1999

     3.   Consolidated Statements of Operations of Digital Village World
          Technologies Inc. and Subsidiaries for the years ended December 31,
          2000 and December 31, 1999, for the quarters ended December 31, 2000
          and 1999, and for the period from inception (September 15, 1998)
          through December 31, 2000

     4.   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, 2000.

     5.   Consolidated Statements of Cash Flows of Digital Village World
          Technologies Inc. and Subsidiaries for the years ended December 31,
          2000 and December 31, 1999, for the quarters ended December 31, 2000
          and 1999, and for the period from inception (September 15, 1998)
          through December 31, 2000

     6.   Notes to Consolidated Financial Statements


(b)  Interim Financial Statements.

     Not Applicable.

(c)  Financial Statements of Businesses Acquired and to be Acquired.

     Financial Statements for the acquired company, Digital Village World
Technologies (Canada) Inc. for the period ended December 18, 2000 (date of
acquisition by Digital Village) were previously filed with the Securities
Exchange Commission on March 5, 2001.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

     On December 28, 2000, the Company advised its auditor Parker and Co., that
it would not be appointed as the Company's auditors for the year ended December
31, 2000.

     During either of the past two fiscal years, and any subsequent interim
period, Parker and Co. reports on the Company's financial statements have not
contained adverse opinions or disclaimers of opinion.  During either of the past
two fiscal years, and any subsequent interim period, there have not

                                       10
<PAGE>

been any disagreements between Parker and Co. and the Company on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure or any reportable events between Parker and Co. and the
Company.

     The Company requested Parker and Co. to furnish it with a letter addressed
to the Securities and Exchange Commission stating whether or not it agrees with
the statements made by the Company in response to this section and, if not,
stating the respects in which it does not agree.  The Company filed such letter
from Parker and Co. as an amendment to its Form 8K on January 22, 2001.

     Also on December 28, 2000, the Board of Directors of the Company appointed
Moen and Company as independent auditors of the Company for the fiscal year
ended December 31, 2000.  Prior to the engagement of Moen and Company, neither
the Company nor anyone on its behalf consulted with such firm regarding the
application of accounting principles to a specified transaction whether
completed or uncompleted, or type of audit opinion that might be rendered on the
Company's financial statements.  As a result of the change of auditors, Moen and
Company reviewed the June 30, 2000 10QSB financials filed by the Company in
January 2001.

                                   PART III

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

     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, 2000.  The Board of Directors of the Company is comprised of only
one class.  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 the reporting requirements under the Federal
securities laws.

<TABLE>
<CAPTION>
Name                                 Age      Position Held
----                                 ---      -------------
<S>                                  <C>      <C>
Yuwen Cheng                          50       Chairman of the Board
Richard Wang                         49       President, Chief Operating Officer and Director
Stephen Dadson                       56       CEO and Director
Peng Chen                            38       Secretary Treasurer and Director
Zhankui Mu                           62       Director
Brian Roberts                        56       Vice President
</TABLE>

Yuwen Cheng - Chairman, 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.

Richard Wang - President and Chief Operating Officer, 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

                                       11
<PAGE>

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.

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.

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.

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.

Brian Roberts - V.P., Corporate Development; Brian Roberts is a co-founder of
Gilmour McKay and Roberts Consulting Ltd., a Vancouver based investment
counseling firm where he was president since 1984. Mr. Roberts is a 1978 B.Comm
graduate of the University of Alberta and was previously employed in the metals
industry.

     During the year ended September 30, 2000, certain corporate actions were
conducted by unanimous written consent of the Board of Directors.  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.

ITEM 10.  EXECUTIVE COMPENSATION.

     The following table sets forth the compensation paid during fiscal years
ended December 31, 1999 and 2000 to the Company's Chief Executive Officer.

                                       12
<PAGE>

<TABLE>
<CAPTION>
                 Name                           Position                 Compensation
                 ----                           --------                 ------------
      <S>                                 <C>                            <C>
      Stephen Dadson                      Chief Executive Officer            $6,667
</TABLE>

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

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

     The following table sets forth the number of Common Shares of the Company
owned by 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, 2000.

<TABLE>
<CAPTION>
                                                        Total Number                 Percentage
                    Name                                 of Shares                    Ownership
--------------------------------------------------  --------------------        ---------------------
<S>                                                 <C>                         <C>
Directors and Executive Officers
--------------------------------

Richard Wang                                              1,000,000                      7.7%
Yu Cheng                                                 6,000,000                     46.6%
Peng Chen                                                 1,000,000                      7.7%
Brian Roberts                                               250,000                      1.9%
Stephen Dadson                                                    -                        -
Mu Zhankui                                                  500,000                      3.9%
All officers and directors as
a group (5 persons)                                       2,750,000                     21.2%

Five Percent Shareholders
-------------------------
Tianjin Teda Yu Cheng Group Co. Ltd                       6,000,000                     46.6%
Karen Dadson                                              1,000,000                      7.7%
Zun Zhao Li                                               1,000,000                      7.7%
Richard Wang                                              1,000,000                      7.7%
Peng Chen                                                 1,000,000                      7.7%
</TABLE>

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

                                       13
<PAGE>

(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.

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.

     Tianjin Teda Yu Cheng Group Co. Ltd. is the parent of a 100% owned Chinese
subsidiary entity, Tianjin Yu Xun Digital Hi-Tech Co. Ltd. (Yu Xun). Yu Xun is a
50% partner in the domestic Chinese joint venture CNTime Group with which DVC
has a profit share arrangement.

ITEM 13.  EXHIBITS AND REPORTS ON 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

2.1                 Share Exchange Agreement dated as of December 18, 2000,
                    incorporated herein by reference from the Company's filing
                    on Form 8-K filed on January 2, 2001.

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.

10.1                Profit Sharing Agreement, dated as of May 2, 2000*

11.1                Statement of Computation of per share earning

__________________________
*Filed herewith

(b)  There were no reports filed on Form 8-K for the last quarter of the fiscal
year ended December 31, 2000.

                                       14
<PAGE>

                                  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, 2001                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.

<TABLE>
<S>                                          <C>
Dated:  March 29, 2001                       By     /s/ Stephen Dadson
                                               --------------------------------------------
                                             Name:  Stephen Dadson
                                             Title:  Chief Executive Officer, Director

Dated:  March 29, 2001                       By     /s/ Richard Wang
                                               --------------------------------------------
                                             Name:  Richard Wang
                                             Title: President, Director

Dated:  March 29, 2001                       By    /s/ Peng Chen
                                               --------------------------------------------
                                             Name: Peng Chen
                                             Title: Secretary and Treasurer, Director

Dated:  March 29, 2001                       By    /s/ Yuwen Cheng
                                               --------------------------------------------
                                             Name: Yuwen Cheng
                                             Title: Chairman of the Board of Directors, Director

Dated:  March 29, 2001                       By    /s/ Zhankui Mu
                                               --------------------------------------------
                                             Name: Zhankui Mu
                                             Title: Director
</TABLE>

                                       15
<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. (formerly Body Concepts, Inc.)
(A Nevada Corporation)
(A Development Stage Company)

We have audited the Consolidated Balance Sheet of Digital Village World
Technologies, Inc. (formerly Body Concepts, Inc.) (A Nevada Corporation) (A
Development Stage Company) and subsidiary as of December 31, 2000, and the
related Consolidated Statements of Operations, Cash Flows and Changes in
Stockholders' Equity for the year 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. The
financial statements of Digital Village World Technologies, Inc. (formerly Body
Concepts, Inc.) as of December 31, 1999, were audited by other auditors whose
report dated February 10, 2000, expressed an unqualified opinion on these
statements, except that they added a going concern assumption stating that the
Company will require an infusion of capital to sustain itself.  This going
concern assumption and cash infusion requirement does not apply as at December
31, 2000.

We conducted our audit 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, 2000,
and the results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.


/s/ Moen and Company
                                                           Chartered Accountants
Vancouver, British Columbia, Canada
March 1, 2001
<PAGE>

                   DIGITAL VILLAGE WORLD TECHNOLOGIES, INC.
                        (FORMERLY BODY CONCEPTS, 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, 2000
                               (In U.S. 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
                               ================================================================================================
 </TABLE>







            See Accompanying Notes and Independent Auditors' Report
<PAGE>

                   DIGITAL VILLAGE WORLD TECHNOLOGIES, INC.
                        (FORMERLY BODY CONCEPTS, INC.)
                            (A Nevada Corporation)
                         (A Development Stage Company)
                         Consolidated Balance Sheets
                          December 31, 2000 and 1999
                                (In US Dollars)

<TABLE>
<CAPTION>



                                                           2000       1999
                                                        ---------- ----------
                   ASSETS
<S>                                                     <C>        <C>
Current Assets
  Cash and cash equivalents (note 3)                     $  97,557   $ 64,779
  Accounts receivable (note 4)                              10,320         --
                                                         ---------   --------
                                                           107,877     64,779
                                                         ---------   --------
Fixed Assets, at cost (note 2)                              83,028         --
  Less: accumulated depreciation                              (506)        --
                                                         ---------   --------
                                                            82,522         --
                                                         ---------   --------
Goodwill, at cost (note 5)                                  48,070         --
                                                         ---------   --------
                                                         $ 238,469   $ 64,779
                                                         =========   ========


            LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts payable and accrued (note 6)                  $  19,679    $   550
  Current portion of loan (note 8)                           6,811
  Due to related party (note 7(b))                         144,423         --
                                                         ---------   --------
                                                           170,913        550
                                                         ---------   --------
Long-term Liabilities
  Loan payable (note 8)                                     10,217         --
                                                         ---------   --------
Stockholders' Equity
  Capital stock (note 10)
    Authorized
      62,500,000 common shares at $0.0004 par value
    Issued
      12,865,000 common shares (1999 - 4,375,000
        shares - post split) - par value                     5,146      1,750
      Paid in capital in excess of par value of stock       75,750     75,750
                                                         ---------   --------
                                                            80,896     77,500
  Deficit, accumulated during the development stage        (23,089)   (13,271)
  Cumulative translation (note 2)                             (468)        --
                                                         ---------   --------
                                                            57,339     64,229
                                                         ---------   --------
                                                         $ 238,469   $ 64,779
                                                         =========   ========

Approved on behalf of the board:

"Richard Wang", Director
--------------

"Edward Chen", Director
-------------

</TABLE>

            See Accompanying Notes and Independent Auditors' Report

<PAGE>

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

<TABLE>
<CAPTION>

                             Cumulative From
                             Inception Date          Quarter Ended
                             of Sep. 15, 1998         December 31,
                             to December 31,      -------------------
                                  2000            2000           1999
                                  ----            ----           ----
<S>                         <C>              <C>         <C>
Revenue
 Interest and other income    $  3,854        $      606       $      715
                              --------        ----------       ----------
Administration Costs
 Advertising                       712                --               70
 Bank charges and interest         505                68               48
 Consulting                      6,004           (19,301)             265
 Depreciation                      506               506               --
 License, dues and insurance       985               265               --
 Office costs                      318                --              300
 Rentals and leases              2,221                --               --
 Professional fees               7,937             1,321              550
 Salary and benefits              3,947             3,947               --
 Telephone and utilities           533               533               --
 Transfer agent and
  filing fees                    1,336                --              150
 Travel and promotion            1,939             1,939               --
                              --------        ----------       ----------
                                26,943           (10,722)           1,383
                              --------        ----------       ----------
Profit (loss) for the period  $(23,089)       $   11,328       $     (668)
                              ========        ==========       ==========
Basic and diluted profit
  (loss) per share                            $     0.00       $    (0.00)
                                              ==========       ==========
Weighted average number of
 common shares used to
 compute basic and fully
 diluted loss per share                        7,205,000        4,375,000
                                              ==========       ==========
</TABLE>

<TABLE>
<CAPTION>

                                 Year Ended
                                 December 31,
                              ----------------
                              2000        1999
                              ----        ----
<S>                       <C>        <C>
Revenue
 Interest and other income $    2,712 $     1,142
                           ----------  ----------
Administration Costs
 Advertising                       --         712
 Bank charges and interest        270         169
 Consulting                       699       5,305
 Depreciation                     506          --
 License, dues and insurance      265         370
 Office costs                      --         318
 Rentals and leases               300       1,921
 Professional fees              3,871       3,745
 Salary and benefits            3,947          --
 Telephone and utilities          533          --
 Transfer agent and
  filing fees                     200       1,136
 Travel and promotion           1,939          --
                           ----------  ----------
                               12,530      13,676
                           ----------  ----------
Profit (loss) for
  the period               $   (9,818) $  (12,534)
                           ==========  ==========
Basic and diluted profit
  (loss) per share         $    (0.00) $    (0.00)
                           ==========  ==========
Weighted average number of
 common shares used to
 compute basic and fully
 diluted loss per share     5,082,500   4,375,000
                           ==========  ==========
</TABLE>

            See Accompanying Notes and Independent Auditors' Report
<PAGE>

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


<TABLE>
<CAPTION>
                                     Cumulative From
                                     Inception Date              Quarter Ended                   Year Ended
                                    of Sep. 15, 1998              December 31,                   December 31,
                                     to December 31,      ----------      ----------      ----------      ----------
                                          2000               2000            1999            2000            1999
                                    -----------------     ----------      ----------      ----------      ----------
<S>                                 <C>                   <C>             <C>             <C>             <C>
Cash derived from (used for)
  Operating activities
    Profit (loss) for the period       $ (23,089)         $ 11,328        $    (668)       $ (9,818)      $ (12,534)
    Items not requiring use of cash
      Depreciation                           506               506               --             506              --
    Cumulative translation                  (468)             (468)              --            (468)             --
    Changes in non-cash
      working capital items
      Accounts receivable                (10,320)          (10,320)              --         (10,320)             --
      Accounts payable and accrued        19,679            19,129              550          19,129             550
                                       ---------         ---------        ---------        --------        --------
                                         (13,692)           20,175             (118)           (971)        (11,984)
                                       ---------         ---------        ---------        --------        --------
Financing activities
  Issuance of shares                      80,896             3,396               --           3,396              --
  Loan payable                            17,028            17,028               --          17,028
  Due to related parties                 144,423           144,423               --         144,423              --
                                       ---------         ---------        ---------        --------        --------
                                         242,347           164,847               --         164,847
                                       ---------         ---------        ---------        --------        --------
Investing activities
  Capital assets purchased               (83,028)          (83,028)              --         (83,028)             --
  Goodwill                               (48,070)          (48,070)              --         (48,070)
                                       ---------         ---------        ---------        --------        --------
                                        (131,098)         (131,098)              --        (131,098)             --
                                       ---------         ---------        ---------        --------        --------
Cash, increase (decrease)
    during the period                     97,557            53,924             (118)         32,778         (11,984)
Cash, beginning of period                                   43,633           64,897          64,779          76,763
                                       ---------         ---------        ---------        --------        --------
Cash, end of period                    $  97,557         $  97,557        $  64,779        $ 97,557        $ 64,779
                                       =========         =========        =========        ========        ========
</TABLE>


            See Accompanying Notes and Independent Auditors' Report
<PAGE>

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.

      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:
<TABLE>
          <S>                                                <C>
           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
                                                               ========
</TABLE>

      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:
<PAGE>

<TABLE>
<S>                               <C>
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
                                                (15,200)
                                               --------
Deficit                                          62,300
                                               --------
                                               $ 64,171
                                               ========
</TABLE>
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".

                                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
<PAGE>

     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.

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, 2000 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

         At December 31, 2000, the fixed assets and accumulated depreciation are
         as follows:
<TABLE>
<CAPTION>
                                  At Cost    Accumulated   Net Book
                                (12/18/00)   Depreciation     Value
                                ----------   ------------   -------
         <S>                   <C>          <C>           <C>
          Office equipment      $    5,430       $ 21         5,409
          Vehicles                  28,350        178        28,172
          Computer equipment        49,248        307        48,941
                                ----------       ----       -------
                                $   83,028       $506       $82,522
                                ==========       ====       =======
</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.
<PAGE>

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:

<TABLE>
<CAPTION>
                                                                             Year Ended
                                                                            December 31,
                                                           -------------------------------------------
                                                                2000                       1999
                                                           ----------------           ----------------
<S>                                                      <C>                         <C>
Beginning balance                                          $             --           $             --
Change during the period                                               (468)                        --
                                                           ----------------           ----------------
Ending balance                                             $           (468)          $             --
                                                           ================           ================
</TABLE>

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

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

                              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.
<PAGE>

     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.  The Company
     historically has netted shipping charges to customers with shipping and
     handling costs which are included in operating expenses in the Statements
     of Operations.  With respect to the classification of costs related to
     shipping and handling incurred by the seller, the EITF determined that the
     classification of such costs is an accounting policy decision that should
     be disclosed.  The Company will adopt the consensus in the Issue in fiscal
     2001.

Note 3.  CASH AND CASH EQUIVALENTS - $97,557

      The total for cash and cash equivalents as at December 31, 2000, is made
      up as follows:
<TABLE>

<S>                                                <C>
       Cash in bank current accounts               $80,057
       Cash in lawyer's trust account               10,166
       Petty cash                                      667
       Short term deposits - one month term GIC      6,667
                                                   -------
       Net book value                              $97,557
                                                   =======
</TABLE>
Note 4.  ACCOUNTS RECEIVABLE - $10,320

      The accounts receivable of $10,320 as at December 31, 2000 is the Canadian
      Goods and Services Taxes refundable

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
      is being amortized over ten years, commencing January 1, 2001.

Note 6.  ACCOUNTS PAYABLE - $19,679

      Details of the total of accounts payable and accrued as at December 31,
      2000, are as follows:
<TABLE>
<S>                                                      <C>
       Blake, Cassels & Graydon, LLP                     $ 3,929
       Frascona, Joiner, Goodman and Greenstein, P.C.
           Accrued legal fees                              1,871
       Telephone Bills                                       762
       Mr. Wang Shen - consulting fee                      1,667
       Amex Bank - visa                                    2,037
       Payroll and payroll deductions payable              9,413
                                                         -------
       Total                                             $19,679
                                                         =======
</TABLE>
Note 7.  RELATED PARTY TRANSACTIONS - DVC
<PAGE>

   a)  By a directors' resolution dated January 10, 2000, each of Mr. Richard
       Wang, Director and President of the Company, Mr. Edward Chen, Director
       and Vice-president of the Company and Mr. Yuwen Cheng, Director and
       Chairman of the Company will be paid CAD$8,000 per month as director's
       fees commencing January 1, 2000 and Mr. Stephen Dadson, Director and CEO
       of the Company will be paid CAD$8,000 per month as director's fees
       commencing June 1, 2000. Payment of such director's fees may be deferred
       till such time until the Company has had a public offering, or as the
       Board of Directors otherwise decides in view of the financial position of
       the Company.

       As at December 18, 2000, the above resolution was cancelled by a letter
       signed by the above four directors.

Note 7.  RELATED PARTY TRANSACTIONS - DVC (cont'd)

       During the year ended December 31, 2000, fees paid to the related parties
       by the subsidiary are as follows:
<TABLE>
<CAPTION>

<S>                              <C>
               Richard Wang      $18,333
               Edward Chen        18,333
               Yuwen Cheng        18,333
               Stephen Dadson      6,667
                                 -------
                                 $61,666
                                 =======
</TABLE>

      b)  The amount of $144,423 is due to a related party, Tianjin Teda Yu
          Cheng Group, as at December 31, 2000 for loans that they have advanced
          to the Company. This amount is unsecured, non interest bearing, with
          no specific terms of repayment.

Note 8.  LOAN PAYABLE - $17,028

      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.  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, 2000, the principal balance is as follows:
<TABLE>
           <S>                                    <C>
           Initial loan                           $27,246
           Repayment to December 31, 2000          10,218
                                                  -------
           Balance, December 31, 2000              17,028
           Current portion of loan                  6,811
                                                  -------
           Loan term loan at December 31, 2000    $10,217
                                                  =======
</TABLE>

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:
<TABLE>
              <S>    <C>     <C>
               2001    CAD$    8,000
               2002    CAD$    8,000
               2003    CAD$      667
</TABLE>

            b)  Lease of Premises

            DVC has lease obligations for office premises in 2001 for
            CAD $25,369.
<PAGE>

Note 10.  CAPITAL STOCK

           a)  Authorized:  62,500,000 common shares with a par value of $0.0004
               par value.

           b)  Issued and outstanding as at December 31, 2000, 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            9/15/98           1,000,000     $       1,000    $        1,500     $         2,500

private placement           12/31/98             750,000               750            74,250              75,000
                                        ----------------     -------------    --------------     ---------------
Balance                     12/31/98           1,750,000             1,750            75,750              77,500
                                        ----------------     -------------    --------------     ---------------
Balance                     12/31/99           1,750,000             1,750            75,750              77,500
                                        ----------------     -------------    --------------     ---------------
Balance, before
  forward split              5/19/00           1,750,000     $       1,750    $       75,750     $        77,500
                                        ================     =============    ==============     ===============
2.5:1 forward split          5/19/00           4,375,000             1,750            75,750              77,500
Share exchange              12/18/00           8,490,000             3,396                                 3,396
                                        ----------------     -------------    --------------     ---------------
Balance                     12/31/00          12,865,000     $       5,146    $       75,750     $        80,896
                                        ================     =============    ==============     ===============
</TABLE>

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, 1999, disclosing no income
             taxes payable to the US Internal Revenue Service.

          b) There is a loss of $23,089 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 INSTUMENTS

          The Company's financial instruments consist of cash and cash
          equivalents, accounts receivable, accounts payable and accrued,
          current portion of loan due to related party 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, 2000, for
          pension, post-employment benefits or post-retirement benefits. The
          Company does not have a pension plan.

Note 14.  NEW BUSINESS - PROFIT SHARING AGREEMENT

          By agreement for reference dated May 1, 2000, 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 New Business Operations.
<PAGE>

          (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);

         (iii) The New 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 New Business and to raise working capital for the New
               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 New Business for a term of 25 years, unless
               terminated earlier as provided herein, provided that

          (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 New
               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
               New Business.)

          (ii) Net Profits will be defined according to GAAP as determined by
               the auditor of the New 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 New Business as working capital
               and that the balance distributed to the parties on a 80/20 basis,
               at each parties option. Either party may choose to leave their
               portion of the Net Profits in the New Business as addition to a
               loan account owed to that party by the New Business.

Note 14.  NEW BUSINESS - PROFIT SHARING AGREEMENT (cont'd)

      (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 New 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 New 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.

      (f)  Capital

          (i)  DVC, through the WOFE, will provide capital of not less than $4
               Million US contributed over 12 months or as otherwise agreed to
               by the parties hereto.
<PAGE>

          (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 $4 Million US.

         (iii) Yu Cheung will assist the WOFE to have all capital contribution
               registered as loans to the New Business in order to ensure that
               when the New 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 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.

Note 14.  NEW BUSINESS - PROFIT SHARING AGREEMENT (cont'd)

         (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.

      (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.

          (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
<PAGE>

              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.

Note 14.  NEW BUSINESS - PROFIT SHARING AGREEMENT (cont'd)

        (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.

     (k)  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.

     (l)  Initial Agreement

          The parties agree that this agreement is an initial agreement and that
          it may be superceded by a more comprehensive agreement but until then
          the parties agree this agreement will prevail.

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
<PAGE>

          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.

Note 16.  SUBSEQUENT EVENTS

      Proposed Equity Funding

      The Company proposes a private placement to raise $6,000,000.  The
      proposed funding would be used for proposed joint ventures in P.R. China
      and for general working capital.

      The Company has commenced negotiation with investment brokers.  No
      definitive agreements have been finalized at the date of issuance of these
      financial statements.

      When terms of the funding agreement have been finalized, the Company will
      file a copy thereof with Form 8K with the SEC.

      On January 26, 2001, the Company signed a subscription agreement with Mr.
      Wen Yao Xu, whereby Mr. Xu subscribed for 10,000 common stocks of the
      Company at a price of $1.00 per share with each unit consisting of one
      share and one-half warrant entitling the holder to acquire a total of
      5,000 additional common stocks of the Company at a price of $2.00,
      exercisable at any time before January 20, 2002.