UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 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, 2004

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

                       Commission File No. 000-49856

                         WESTON TECHNOLOGIES CORP.
---------------------------------------------------------------------------
              (Name of Small Business Issuer in its Charter)

             Delaware                               75-3022004
--------------------------------------   -----------------------------------
 (State or other jurisdiction           (I.R.S. Employer Identification No.)
   of incorporation or organization)

        80 Wall Street, Suite 818, New York                NY 10005
-------------------------------------------------   ------------------------
      Address of principal executive offices               Zip Code

   Issuer's telephone number:             (212) 809-1200
----------------------------------------------------------------------------

   SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT

                        Common Stock, $.0001 Par Value
-----------------------------------------------------------------------------
                             (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 the 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 the 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 the Form
10-KSB. [X]

State issuer's revenues for its most recent fiscal year:   $ 1,927,773

State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as
of a specified date within the past 60 days:  Since there is no trading market
for Registrant's securities, no estimate as to the market value can be given.


State the number of shares outstanding of each of the issuer's classes of
common equity:   As of May 12, 2005: 41,013,275 shares of common stock, par
value $.0001 per share, were outstanding.

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





                            TABLE OF CONTENTS



                                  PART I

ITEM 1.  Description of Business.....................................     3
ITEM 2.  Description of Property.....................................     9
ITEM 3.  Legal Proceedings...........................................     9
ITEM 4.  Submission of Matters to a Vote of Security Holders.........     9


                               PART II

ITEM 5.  Market for Common Equity and Related Stockholder Matters....     9
ITEM 6.  Management's Discussion and Analysis or Plan of Operation...    11
ITEM 7.  Financial Statements........................................    11
ITEM 8.  Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure........................    12
Item 8A. Controls and Procedures.....................................    13
Item 8B. Other Information ..........................................    14

                              PART III

ITEM 9.  Directors, Executive Officers, Promoters and Control Persons,
         Compliance with Section 16(a) of the Exchange Act...........    14
ITEM 10. Executive Compensation......................................    16
ITEM 11. Security Ownership of Certain Beneficial Owners and
          Management and Related Stockholder Matters.................    16
ITEM 12. Certain Relationships and Related Transactions..............    17
ITEM 13. Exhibits and Reports on Form 8-K............................    32
ITEM 14. Principal Accountant Fees and Services......................    33

SIGNATURES





                               PART I


Item1.  DESCRIPTION OF BUSINESS

Organization and Acquisition Activities

Weston Technologies Corp. ("Weston") was originally incorporated in the State
of Delaware on March 8, 2002.  Weston filed a registration statement on Form
10-SB with the Securities and Exchange Commission (the "Commission") on June 10,
2002, and the registration statement was cleared by the Commission in December
2002.

Between March 2002 and October 2003, Weston had no operations, except for
necessary administrative matters and filing of periodic reports with the
Commission as required by the Securities and Exchange Act of 1934.  On October
15, 2003, Weston entered into a Share Exchange Agreement with shareholders of
Best Partners Worldwide Limited ("BPW Shareholders"), pursuant to which Weston
issued to BPW Shareholders 440,775 shares of its common stock and warrant to
purchase 43,636,725 shares of its common stock for a period of five years ending
on October 14, 2008, at an exercise price of $.001 per share in exchange for
all capital stock of BPW.  Upon consummation of the transaction, BPW becomes
Weston's wholly-owned subsidiary.

On October 15, 2003 (the "Acquisition Date") the Company entered into a stock
exchange agreement with BPW.  Pursuant to the stock exchange agreement, BPW
became a wholly-owned subsidiary of the Company.  The acquisition was effected
under the stock exchange agreement when the stockholders of BPW exchanged all
of the outstanding capital stock of BPW for 440,775 shares of the Company's
common stock.  In addition, the stockholders of BPW received warrants to
purchase 43,636,725 shares of the Company at an exercise price of $.001 per
share.  The BPW shareholders did not take immediate control of the Company
after the share exchange, it was very likely that these warrants would be
exercised at a near future date, and the stockholders of BPW would take control
of the Company.  Since the former stockholders of BPW would own a majority of
the issued and outstanding shares of common stock of the Company sometime after
the Acquisition Date, this transaction was accounted for as a recapitalization
of BPW, whereby BPW is deemed to be the accounting acquirer and has adopted
the capital structure of the Company.  On September 30 and November 3, 2004,
certain shareholders of the Company elected to exercise their warrants to
purchase 34,650,000 and 601,500 shares of common stock of the Company.  After
the Warrant Exercise, the Company's total number of shares increased from
5,761,775 to 41,013,275.

Best Partners Worldwide Limited ("BPW") a corporation registered in the BVI,
was incorporated on July 1, 2003.  In 2003 BPW acquired from its principal
stockholders pending patents to a certain smokeless cigarette product known
as the Ultrasonic Atomized Cigarette.

On November 3, 2004, the Company entered into a Stock Subscription Agreement
with Perfect Approach Investments Ltd. ("Perfect Approach"), whereby Perfect
Approach agreed to purchase 601,500 shares of the common stock of the Company
for an aggregate consideration of US$2,050,000.

Perfect Approach is an existing shareholder of Weston. Upon completion of the
stock subscription, Perfect Approach holds 606,500 shares of common stock of
the Company and warrants to purchase 495,000 shares of common stock of the
Company.


Weston's Business

Based on the pending patents Weston owns, Weston is implementing its plan to
develop, manufacture and market an electronic device known as the "Flameless
and no-Tar Cigarette Substitute" (the "FNT Cigarette"), which may be a solution
to "fully eliminate tar".

In early part of 2004, most of the business activities of the Company were
primarily research and product development and then the Company started
marketing and commercial production in the latter half of 2004.

Smoking is believed to cause cancer.  Medical research and public health
analyses conducted over the past few decades indicate that the smoke emitted
from burning cigarettes consists of tar mist particles of 0.3-1.0 millimicron
in diameter.  Those minute mist particles contain more than 3,000 chemical
components, of which approximately 40 are cancer causing.  Smoking is known
to cause severe respiratory diseases, such as pulmonary emphysema, pulmonary
fibrosis, bronchitis, asthma, lung cancer, oral cancer, throat cancer and
pharyngitis.

The nicotine contained in cigarettes, a micro-molecule alkaloid, is believed
to be relatively harmless to humans.  As the smoke is inhaled into the lungs,
the nicotine is quickly absorbed into the blood stream.  It reaches the central
nerves system in the brain in 30 seconds, thereby stimulates the brain.  The
half-life of nicotine in blood, 50% of which breaks down in about 10 minutes,
is quite short.  In order to satisfy the craving, the blood nicotine level must
quickly reach 30 mg/ml.  To reach that dosage, a substantial amount of tar
enters the lungs with cigarette smoke, thereby causing harm to the human body.
Therefore, the tar in the cigarette smoke is believed to be the true cancer
causing culprit, while the nicotine, which ultimately creates the ecstatic
feeling, is of little harm or harmless.

Due to the lack of satisfactory substitute products, hundreds of millions of
addicts have to smoke cigarettes due to the lack of alternatives.  Researches
conducted by pharmacologists, biologists and medical doctors reveal that
nicotine addiction is formed in three stages.  The first stage is the
development of tolerance to nicotine.  The second stage is the dependency on
nicotine.  The last is the "withdraw syndrome" stage when the smoker attempts
to quit smoking.  Light smokers may experience lower heartbeat, hypertension
and changes in brain scan waves in their first attempt to quit smoking. Heavy
smokers may even experience lower body temperatures when they attempt to quit
smoking. After quitting, all smokers experience decrease in their coordination
(e.g. the ability to drive a motor vehicle).  They may also experience mood
swings, lack of concentration, headache, sleepiness and disorders in the
digestive system.  The most difficult to endure is the strong craving for
cigarettes, not because smoking makes a smoker feel better, but because of
the discomfort resulting from the lack of nicotine during the withdrawal phase.
Therefore, the main reason for a smoker's addiction is to keep the blood
nicotine at certain level.

To lower the amount of tar in cigarettes, major cigarette companies and
tobacco-related research institutions all over the world have spent billions
of dollars on research.  They are trying to improve the filter materials and
tobacco curing process to lower the tar in cigarettes, with little success.
The reduction of tar in cigarettes is accompanied by a decrease of nicotine
and loss of flavor. Scientists in various countries have invented substitutes
containing nicotine without tar, such as "nicotine mouthwash" and "nicotine
patch", followed by "nicotine spray", "nicotine gum" and "nicotine drink."
Although those products do not have tar, they do not satisfy the craving for
nicotine.  Because the nicotine is not absorbed in the lungs, the absorption
process is slow and the nicotine level dissipates quickly from the blood
stream.  As a result, the amount of nicotine in the blood cannot reach a level
that is high enough to satisfy the craving.  Moreover, the smokers cannot
"puff" and "inhale" as they would with cigarettes.  The substitutes can only
create a short span of sick feeling towards the smell of smoke.  None of those
products can displace cigarettes as a true substitute, or be used to quit
smoking.

Based on the pending patents it owns, Weston began exploring and developing
the market in Beijing, Shenyang and the rest of PRC through its wholly owned
subsidiary SBT (Holdings) Company Limited.  The Company has generated revenues
in the sum of US$1,927,773 in the twelve months ended December 31, 2004 and
also purchased certain office equipment, supplies and raw materials for the
production of the flameless and no-tar cigarette substitute.

The Company had started manufacturing FNT Cigarettes in China for the Chinese
market in second half of 2004.  The Company also intends to contract with
Axiom Manufacturing Services Limited, an affiliate of the Company, in South
Wales, UK to manufacture FNT Cigarettes for the World markets.

Products

Weston has only one product, Flameless and no-Tar Cigarette Substitute (the
"FNT Cigarettes").  Weston has developed a FNT Cigarette, which is in the shape
of a cigarette holder of f12.5mm x 110mm.  The FNT Cigarette can be used as
a quit-smoking aid.  The user can gradually quit smoking over a period of
time without discomfort.  It is achieved by activating the declining program
installed in the silicon memory chip, which reduces the amount of vaporization
over a period of 300 days.  Coupled with the use of solutions of lower
concentration levels, the vaporizer also progressively decreases the amount
of nicotine being vaporized.  Over such a period of time, the smoker gradually
decreases his/her craving for nicotine to zero without knowing.  As a result,
the quitting process does not create anxiety, nor does it cause any endocrine
imbalance associated with nicotine withdrawal syndrome, thereby achieving the
goal of quitting smoking over time without discomfort.  Because there is no
burning involved, there is no second-hand smoking.  FNT Cigarette, therefore,
is particularly suitable for use at home, on the airplane or in the conference
room.  In the post-invention phase, Weston plans to add Chinese herbs good
for the heart and lungs, thereby turning it into a healthier product to the
fullest extent possible.  Weston believes that there is currently no similar
product that can function both as a cigarette substitute and quit-smoking
device in the market.

Manufacturing

In the second half of 2004, Weston started manufacturing and marketing FNT
Cigarettes in China for the Chinese domestic market.  Weston also intends to
contract with Axiom Manufacturing Services Limited, an affiliate of Weston,
in South Wales, UK to manufacture FNT Cigarettes for the world markets.

Intellectual Property

The pending patents Weston intends to use were initially filed in March and
April 2003 with the State Intellectual Property Office of the People's Republic
of China, which are currently pending under patent numbers 03111173.4 and
03211903.8.  A search of international patent databases did not reveal any
similar patent.  However, there is no guarantee that Weston's patent
application will be approved by the State Intellectual Property Office of the
People's Republic of China.

In February 2004, Weston also filed two PCT (Patent Cooperation Treaty) patent
applications in order to protect our intellectual property in all PCT member
states. Weston intends to file patent applications in selected non-PCT member
states in the future.

Competition

The market for Weston's FNT Cigarette product is highly competitive and
subjected to rapid technological change.  Because most cancer-causing chemicals
are believed to be contained in the tar in the cigarette smoke, to lower the
amount of tar of cigarettes, major cigarette companies and tobacco-related
research institutions all over the world have spent billions of dollars on
research, and have been trying to improve the filter materials and tobacco
curing process to lower the tar in cigarettes.  However, the reduction of tar
in cigarettes is accompanied by a decrease of nicotine and loss of flavor.

Scientists have invented substitutes containing nicotine without tar, such as
"nicotine mouthwash" and "nicotine patch", followed by "nicotine spray",
"nicotine gum" and "nicotine drink."  These substitutes can create a short span
of sick feeling towards the smell of smoke.  Although those products do not
have tar, they do not satisfy the craving for nicotine because smokers cannot
"puff" and "inhale" as they would with cigarettes.  As far as inhalation is
concerned, none of those products can displace cigarettes as a true substitute.
Weston believes that those competing substitutes and quit-smoking aids do not
constitute direct competition with its FNT Cigarettes.

Weston believes that its ability to compete depends on many factors both within
and beyond its control, including the success of its marketing and sales
efforts and its competitors, the price and the timing and market acceptance
of its products and its competitors.  Weston expects competition to increase
in the future.  Many of Weston's potential competitors have substantially
greater financial, technical and marketing resources than Weston's.  Increased
competition could materially and adversely affect Weston's business, financial
condition and results of operations.  There can be no assurance that Weston
will be able to compete successfully.

Insurance

At present Weston does not maintain any insurance, other than general business
liabilities insurance.  Because Weston doesn't have any insurance, if it
becomes a party of a product liability action, Weston may not have sufficient
funds to defend the litigation.  If that occurs, a judgment could be rendered
against Weston which could cause it to cease operations.

Regulation and Environmental Compliance

At this time, Weston is not subject to direct national, provincial or local
regulation other than regulations applicable to businesses generally.  After
Weston began manufacturing its FNT Cigarettes, Weston may be subjected to
various national, provincial and local environmental laws and regulations.
Such laws and regulations often impose liability to companies which handle
hazardous or toxic substances.  The costs of any required remediation or
removal of these substances and the potential liability of Weston could be
substantial.  Currently it is not possible for Weston to predict the content
or impact of future legislation and regulations affecting its business.

Employee

As at December 31, 2004, Weston and its subsidiaries had approximately 300
employees.  None of the Weston's employees are represented by a labour
organization or covered by a collective bargaining agreement. Weston has not
experienced any work stoppage and Weston believes that its relationship with
its employees is good.

                              RISK FACTORS

Weston is subjected to various risks that may materially harm its business,
financial condition and results of operations.  If any of these risks or
uncertainties actually occurs, Weston's business, financial condition or
operating results could be materially harmed.  In that case, the trading price
of Weston's common stock, if any, could decline and you could lose all or
part of your investment.

Weston has only one product, FNT Cigarettes, for development, manufacturing
and marketing.  This product is still in its early stage of development and
requires longer time and substantial resources to fully develop it.  Without
a more completely developed product line, Weston may not be able to strive
for successful business operation in a longer term.

Presently Weston depends on only one product, which is brand new to the market.
The Company intends to develop, manufacture and market only this product.
Since the product was introduced to market in the latter half of 2004, it has
received slow and gradual acceptance from customers in China.  The overall
business plan and all of our plans for profitability and success are dependent
on acceptance and growing use of the product.  As is typically the case in
an emerging industry, demand and market acceptance for newly introduced
products are subject to a high level of uncertainty. Additionally, as
technologies evolve, there is no assurance that Weston's product will have a
viable market.  If Weston's product has no viable market in a longer term,
Weston may fail.

Weston has no prior operating history, which creates uncertainty for investors.
It also causes evaluation of the investment difficult.

Weston was incorporated in March 2002 and had no business operations until
October 2003 when it acquired Best Partners Worldwide Ltd., including all
the pending patents on FNT cigarettes.  Consequently, Weston is a "start-up"
or "development stage" company.  Weston has developed a business plan and
established administrative offices.  Since Weston's principal operation has not
commenced until late in 2004, the Company has not generated any significant
revenues by end of its last fiscal year 2004. Weston has no history of
operation you can use to evaluate its business, and thus the investment risk
is greater than that with an established company.

Weston's success depends on its successful product development and testing.
Weston's success will depend upon its ability to successfully complete the
development, testing, and commercialization of its technologies and its
ability to develop and introduce FNT Cigarettes to meet industry, government,
and customer requirements.  Weston believes that the process of developing
such product contains significant technological and engineering hurdles and
is extremely complex and expensive.  Weston believes that there still may be
certain technical and engineering hurdles it has to solve to produce an
operational product.  Weston might not successfully and completely develop
FNT Cigarettes, and FNT Cigarettes may not be commercially viable in a longer
term. Weston's failure to complete development of the product and achieve market
acceptance would have a material adverse effect on its business, financial
condition, and results of operations.

Weston's success depends on its ability to protect its proprietary technology.

Weston has only one product, FNT Cigarettes, which are developed based on
Weston's proprietary technology.  Weston's success and ability to compete
depend substantially upon its proprietary technology, which Weston intends
to use a combination of patent, trade secret, and trademark law, non-disclosure
agreements, and technical measures to protect its proprietary technology.
Weston has filed patent applications with the State Intellectual Property
Office of the People's Republic of China, which are pending under patent
numbers 03111173.4 and 03211903.8.  Weston also filed two PCT (Patent
Cooperation Treaty) patent applications in February 2004 in order to protect
its intellectual property in all PCT member states. In future, Weston intends
to file patent applications in selected non-PCT member states, depending on
our future marketing plan.

If a market for common stock of Weston does not develop, shareholders may not
be able to sell their shares.

There is currently no market for Weston's common stock and Weston can provide
no assurance that a market will develop. Weston plans to have a market maker
apply for listing of its common stock on the NASD OTC Bulletin Board in the
near future.  However, there is no assurance that Weston's shares will be traded
on the bulletin board or, if traded, that a public market will materialize.
If no market is ever developed for Weston's shares, it will be difficult for
shareholders to sell their stock.  In such a case, shareholders may find that
they are unable to achieve benefits from their investment.

Stock shares of Weston are subjected to the penny stock rules and investors
may find it more difficult to sell their securities, should they desire to
do so.

The securities of Weston are penny stocks, which are subject to certain penny
stock rules adopted by the SEC.  Penny stocks generally are equity securities
with a price of less than $5.00 (other than securities registered on certain
national securities exchanges or quoted on the NASDAQ system).  The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document that provides information about penny stocks and the risk associated
with the penny stock market. The broker-dealer must also provide the customer
with the current bid and offer quotations for the penny stock, the compensation
of the broker-dealer and its salesperson in the transaction, and monthly account
statements showing the market value of each penny stock held in the customer's
account.

In addition, the penny stock rules generally require that prior to a transaction
in a penny stock; the broker-dealer must make a written determination that
the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction.  These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for a stock that becomes subject to the penny stock rules.

Weston is controlled by Dragon Concept Investment Limited ("Dragon Concept"),
Weston's principal shareholder.

Dragon Concept Investment Limited beneficially owns approximately 56.4% of
Weston's issued and outstanding shares.  Dragon Concept has sufficient voting
power to control the outcome of matters, including the election of directors
and any merger, consolidation or sale of all or substantially all of Weston's
assets submitted to the stockholders for approval and may be deemed to have
effective control over Weston's affairs and management. This controlling
interest in Weston may also have the effect of making certain transactions
more difficult or impossible, absent the support of such stockholders.  Such
transactions could include a proxy contest, mergers involving Weston, tender
offers and open market purchase programs involving Weston's common stock that
could give its shareholders the opportunity to realize a premium over the then
prevailing market price for their shares of common stock of Weston.


Item 2      DESCRIPTION OF PROPERTY

Weston's executive offices are located on 80 Wall Street, Suite 818, New York,
New York 10005, which is subleased from Oxford Technologies Inc, an affiliates
of Weston, on a month-by-month basis with no expiration date.  The monthly
rent is $2,000.  The sublease includes the use of reception, office furniture,
fax, copying and other office equipment.  While the sublease was not negotiated
at arms-length, Weston believes the terms of the sublease are comparable to
what it would pay for such space on the open market.

Weston also has an office in Los Angeles, California, which is located on
20486 Carrey Road, Walnut, CA 91789. This office space is leased from Henn's
Investment Company, at monthly rent of $740.0.  The lease expired and was
renewed in April 2005, and would be renewed on a year-by-year basis.

Weston believes that its existing facilities are currently adequate for its
needs and that if additional space is needed, it would be available at a
commercially reasonable price.


Item 3.  LEGAL PROCEEDINGS

Weston is not involved in any material legal proceedings.


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

During the fourth quarter ended December 31, 2004, no matters were submitted
to a vote of security holders.


Item 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There has been no public market for Weston's common stock and there can be
no assurance that a public market for Weston's common stock shares will ever
develop or, if such a market does develop, that it will continue.  Weston
intends to seek a market maker to apply to have its common stock included for
quotation on the OTC Bulletin Board.  There can be no assurance that the market
maker's activities will be continued, or that an active trading market for
Weston's common stock will be developed or maintained. The future market
price of the common stock may be highly volatile.

Weston is authorized to issue 80,000,000 shares of common stock, par value
$.0001 per share, and 20,000,000 shares of preferred stock, par value $.0001
per share.  As of May 10, 2005, there were 41,013,275 shares of common stock
issued and outstanding.  No shares of preferred stock have been issued, and
the board of directors of Weston has not designated the rights or preferences
of any class or series of preferred stock.

Dividend Policy

Since inception, Weston has not paid any cash dividends on its common stock.
Weston does not intend to pay cash dividends on its common stock in the
foreseeable future.  At present Weston intends to reinvest all earnings, if
any, in the development and expansion of its business.  The declaration of
dividends in the future will be at the election of Weston's board of directors
and will depend upon its earnings, capital requirements and financial position,
general economic conditions and other relevant factors.

Options and Stock Purchase Warrants

As of May 12, 2005, there were 8,986,725 shares of stock options outstanding.

Holders

As of May 12, 2005, there were 77 holders of our common stock.

RECENT SALES OF UNREGISTERED SECURITIES

On March 8, 2002, Weston issued 5,000,000 shares of its common stock at a
price of $.0001 per share to Waywood Investment Ltd. ("Waywood") for the
services it rendered in connection with Weston's organization.  Mr. Jianjun
Zhang, Weston's president, is the sole director, officer, and controlling
shareholder of Waywood.  These shares were issued pursuant to Section 4(2)
of the Securities Act of 1933 and are restricted shares in accordance with
the Securities Act of 1933.

On February 26, 2003, Waywood entered into a stock purchase agreement with
Comp International Limited, a British Virgin Islands corporation. Under the
agreement, Comp International acquired 4,250,000 shares of Weston's common
stock from Waywood.

On October 15, 2003, Weston entered into a share exchange agreement with
shareholders of Best Partners Worldwide Limited, pursuant to which Weston
issued to BPW shareholders a total of 440,775 shares of our common stock
and 13 warrants to purchase a total of 43,636,725 shares of Weston's common
stock in exchange for all of the capital stock of BPW.  The warrants expire
on October 14, 2008.  The exercise price of those warrants is $.001 per share.
Upon consummation of the transaction, BPW becomes Weston's wholly-owned
subsidiary.

On November 3, 2003, Weston entered into a share subscription agreement with
Centreford Investment Ltd. ("Centreford"), a British Virgin Islands
corporation, pursuant to which Centreford agreed to purchase 802,500 shares
of Weston's common stock at a price of $8 per share, out of which 321,000
shares were issued to Centreford on November 4, 2003.

On November 3rd, 2004, Weston entered into a Stock Subscription Agreement with
Perfect Approach Investments Ltd. ("Perfect Approach"), whereby Perfect
Approach agreed to purchase 601,500 shares of the common stock of Weston for
an aggregate consideration of $2,050,000).

The shares issued to shareholders of Best Partners Worldwide Ltd., Centreford
Investment Ltd., and Perfect Approach as mentioned above were pursuant to
Regulation S of the Securities Act. Each purchaser represented to us that he
was a non-US person as defined in Regulation S. Weston did not engage in a
distribution of this offering in the United States. Each purchaser represented
his intention to acquire the securities for investment only and not with a view
toward distribution.  Appropriate legends were affixed to the stock certificate
issued to each purchaser in accordance with Regulation S. Each investor was
given adequate access to sufficient information about us to make an informed
investment decision. None of the securities were sold through an underwriter
and accordingly, there were no underwriting discounts or commissions involved.


Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Weston is a start-up stage corporation and has not generated significant
revenues from its business operations.  Weston has developed a prototype of
FNT Cigarettes (Flameless and No-Tar cigarettes).

Results of Operations for Year Ending December 31, 2004

During Weston's start-up operation for the year ending December 31, 2004,
the company continued to incur more research and development costs. Revenues
of $1,927,773 were generated from sales of products and $128,205 licence fees
were received. In fiscal 2004, Weston has incurred net loss amount of
$2,128,957 after the deduction other income of $1,400 for the same period and
the net losses since inception was accumulated to $2,158,096.  Operating,
general and administrative expenses totalled to $2,806,424 and $243,082
research and development costs was charged to the start-up operation in 2004.
These led to the annual comprehensive loss of $2,122,053 and financial results
of $0.14 basic and diluted net loss per share for the year ending December 31,
2004.

Liquidity and Capital Resources

At December 31, 2004, Weston has cash and cash equivalents of $632,339.

Capital injection of $20 million of Hong Kong dollars, or approximately
$2.56 million US dollars, from an equity investment was paid by Centreford
Investment Ltd as major cash inflow of Weston in 2003.  Major cash
expenditure of Weston is the deposit payment of inventory purchases in the
sum of US$2,275,659 for the year ending December 31, 2004

As to date, Weston has generated approximately US$2,000,000 revenue from its
operations only.  Therefore, Weston must raise cash from sources other than
operations to implement its business plan and continue its operations.
Weston's sources for cash at this time are (1) $2.56 million from an equity
investment by Centreford Investment Ltd., and (2) $3.85 million from common
stock subscription receivable from Centreford Investment Ltd.

Weston intends to seek  additional funds over the next 12 months to supplement
its existing resources and to fully execute its business plan.  Such financing
may be either debt or equity financing.  To the extent that Weston incurs
indebtedness or issues debt securities, Weston will be subject to risks
associated with incurring substantial indebtedness, including the risks that
interest rates may fluctuate and cash flow may be insufficient to pay principal
and interest on any such indebtedness.  There can be no assurance that
additional financing will be available to Weston on commercially reasonable
terms or at all.  If Weston is unable to obtain additional financing, Weston
may be unable to continue, develop or expand its operations. Equity financing
could result in additional equity dilution to existing shareholders.

Impact of Inflation

Inflation has not had a material effect on Weston to date.  However, the
effects of inflation on future operating results will depend, in part, on
Weston's ability to increase prices or lower expenses, or both, in amounts
that offset inflationary cost increases.

Quantitative and Qualitative Disclosure about Market Risk

Weston has no material exposure to market risk from derivatives or other
financial instruments.


 Item 7.       FINANCIAL STATEMENTS

The audited financial statements of Weston are attached to this Annual Report
and filed as a part hereof, following by Item 12.


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

On March 24, 2004, Weston dismissed Stan J. H. Lee, CPA, a member firm of
DMHD Hamilton Clark & Co. as its independent public accountants because Stan
J. H. Lee, CPA has not registered with the Public Company Accounting Oversight
Board ("PCAOB") as required by the Sarbares-Oxley Act of 2002 (the "Act").
Pursuant to the Act, accounting firms that are not registered with PCAOB
are prohibited from preparing or issuing audit reports on U.S. public
companies and from participating in such audits.

On March 24, 2004, Weston engaged Livingston, Wachtell & Co., LLP, CPA's,
as its independent public accountants.  The decision to dismiss Stan J.H. Lee,
CPA and appoint Livingston, Wachtell & Co., LLP, CPA's was approved by the
whole board of directors of Weston.

Stan J.H. Lee, CPA served as Weston's independent public accountants for the
period from March 8, 2002 (inception) to March 24, 2004, during which Stan J.H.
Lee, CPA issued a report for the period from March 8, 2002 (date of inception)
to December 31, 2002.  Stan J. H. Lee's report did not contain an adverse
opinion or disclaimer of opinion, nor was it qualified or modified as to
uncertainty, audit scope, or accounting principals, except that their report
included an explanatory paragraph stating that the Company was a development
stage company and had not yet begun operations. These factors raised
substantial doubt as to the Company's ability to continue as a going concern.

During the period from March 8, 2002, to Stan J.H. Lee, CPA's dismissal on
March 24, 2004, there were no disagreements between Weston and Stan J.H. Lee,
CPA on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement(s), if not
resolved to the satisfaction of Stan J.H. Lee, CPA would have caused Stan J.H.
Lee, CPA to make reference to the matter of the disagreement(s) in connection
with its reports.  In addition, during the period from March 8, 2002 to
March 24, 2004, the date of Stan J.H. Lee, CPA's dismissal, there were no
reportable events as that term is defined in Item 304(a)(1) (iv) of Regulation
S-B.

At no time prior to March 24, 2004, did Weston (or anyone on its behalf) had
consult with Livingston, Wachtell & Co., LLP, CPA's  on matters regarding
(i) the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered
on its financial statements, or (ii) any matter that was the subject of a
disagreement with Stan J.H. Lee, CPA or a reportable event, as defined in
Item 304(a)(2) of Regulation S-B.

Weston has provided Stan J.H. Lee, CPA, its former accountants, with a copy
of a Current Report on Form 8-K prior to Weston's filing with the SEC. Weston
requested that Stan J.H. Lee, CPA furnish it with a letter addressed to the
SEC stating whether it agrees with the above statements. A copy of such letter,
dated March 29, 2004, is filed as Exhibit 16 to the Current Report on Weston's
Form 8-K filed with the SEC on March 30, 2004.

On November 22, 2004, the Company dismissed Livingston, Wachtell & Co., LLP as
its independent public accountants. At the same time, the Company engaged
KND & Co. CPA Limited as its independent public accountants.  The decision to
dismiss Livingston, Wachtell & Co., LLP and appoint KND & Co. CPA Limited was
approved by the board of directors of the Company.

Livingston, Wachtell & Co., LLP served as the Company's independent public
accountants for the period from March 24, 2004 to November 22, 2004, during
which Livingston, Wachtell & Co., LLP issued a report for the period from July
1, 2003 (date of inception) to December 31, 2003. Livingston, Wachtell & Co.,
LLP's report on the financial statements of the Company did not contain an
adverse opinion or disclaimer of opinion, nor was it qualified or modified
as to uncertainty, audit scope, or accounting principals, except that their
report included an explanatory paragraph stating that the company was in the
development phase, had no established source of revenues and had suffered a
loss from operations that raises substantial doubt about the Company's ability
to continue as a going concern.

During the period from March 24, 2004, to the dismissal of Livingston, Wachtell
& Co., LLP on November 22, 2004, there were no disagreements between the Company
and Livingston, Wachtell & Co., LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreement(s), if not resolved to the satisfaction of Livingston, Wachtell &
Co., LLP, would have caused Livingston, Wachtell & Co., LLP to make reference
to the matter of the disagreement(s) in connection with its reports.  In
addition, during the period from March 24, 2004 to November 22, 2004, the date
of Livingston, Wachtell & Co., LLP's dismissal, there were no reportable events
as that term is described in Item 304(a)(1) (iv) of Regulation S-B.

At no time prior to November 22, 2004, did the Company (or anyone on behalf of
it) consult with KND & Co. CPA Limited on matters regarding (i) the application
of accounting principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on its financial
statements, or (ii) any matter that was the subject of a disagreement with
Livingston, Wachtell & Co., LLP or a reportable event, as defined in Item 304
(a)(2) of Regulation S-B.

The Company has provided Livingston, Wachtell & Co., LLP its former accountants,
with a copy of a Current Report on Form 8-K prior to the Company's filing with
the SEC. The Company requested that Livingston, Wachtell & Co., LLP furnish it
with a letter addressed to the SEC stating whether it agrees with the above
statements.  A copy of such letter, dated November 22, 2004, was filed as
Exhibit 16 to the Current Report on Weston's Form 8-K filed with the SEC on
November 29, 2004.


Item 8A. 		CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures that
are designed to ensure that information required to be disclosed by Weston
in the reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in
the SEC's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in the reports that it files
under the Exchange Act is accumulated and communicated to our management,
including our principal executive and financial officer, as appropriate to
allow timely decisions regarding required disclosure.

Evaluation of disclosure and controls and procedures

Based on their evaluation of the disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
of 1934) as of the end of the period covered by this annual report on Form
10-KSB, Weston's chief executive officer and chief financial officer have
concluded that Weston's disclosure controls and procedures are designed to
ensure that information required to be disclosed by Weston in the reports
that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules
and forms and are operating in an effective manner.

Changes in internal controls over financial reporting

There were no changes in Weston's internal controls over financial reporting
or in other factors that have materially affected, or are reasonably likely
to materially affect, its internal control over financial reporting.


ITEM 8B.  Other Information

None.



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

The following table sets forth the name, age and position of each of Weston's
directors, executive officers and significant employees for the fiscal year
ended December 31, 2004.  Except as noted below each director will hold office
until the next annual meeting of Weston's stockholders or until his or her
successor shall have been elected and qualified.  Weston's executive officers
are appointed by, and serve at the discretion of, the board of directors.

    Name         Age                  Positions
--------------- -----   ---------------------------------------------------
Yin Sen Wong     52     CEO, Chairman of the Board, and Director
Jianjun Zhang    35     President and Director
Lik Hon          49     Director
Jacinta Sit      32     Director
Isaacs K. Li     49     Chief Financial Officer

Set forth below is certain biographical information with respect to Weston's
executive officers and directors.

YIN SEN WONG has been Chairman, Chief Executive Officer and Director of Weston
since October 15, 2003. Mr. Wong is a co-founder of Golden Dragon Group
(Holdings) Ltd. ("GDG"), a company listed on the Hong Kong Stock Exchange
since 2001.  Mr. Wong has been Chairman and President of GDG since 1992.
Mr. Wong is also a co-founder of Best Partners Worldwide Limited.  Mr. Wong
has over 15 years' experience in the medical and healthcare product industries
in the People's Republic of China.

JIANJUN ZHANG has served as Weston's president since March 8, 2002 (inception).
From February 1994 to January 2000, Mr. Zhang served as a product manager of
Shanghai Xiehe Daily-Use Healthy Products Ltd, a manufacturer and seller of
health and beauty products in Shanghai, China.  From January 2000 to January
2002, Mr. Zhang was a self-employed small business consultant.  From January
2002 to present, he has been president, treasurer, secretary and the sole
director of Waywood Investment Ltd., a business consulting firm incorporated
in the British Virgin Islands.  In addition to Weston, Mr. Zhang is president,
treasurer, and secretary for the following two blank check companies since
their inception, which are in parenthesis after the company names: Easton
Technologies Corp. (March 2002) and Ridgefield Industries Corp.(March 2002)

LIK HON has been Weston's Director since October 15, 2003.  Mr. Hon is a
co-founder and Vice-Chairman of GDG, and a co-founder of BPW.  In 1982, Mr. Hon
graduated from the Liaoning College of Traditional Chinese Medicine, majoring
in pharmacology.  Upon graduation he joined Liaoning Academy of Traditional
Chinese Medicine.  He has been vice-superintendent of Liaoning Academy of
Traditional Chinese Medicine in charge of research and development since 1990.
Mr. Hon is the inventor of our product, Ultrasonic and Electronic Atomized
cigarettes.  He also invented and patented the technology used in the Chenlong
Baoling Longevity Ginseng products.

JACINTA SIT has been a Director of Weston since October 15, 2003. Ms. Sit is
an Executive Director of South Sea Petroleum Holdings Limited, a Hong Kong
corporation ("SSP"), whose principal business is the exploration and
development of crude oil in Indonesia.  From February 2003 to present, Ms. Sit
also serves as President and Chief Financial Officer of Oxford Technologies
Inc., an electronics manufacturing service provider in UK, and from September
2003 to present, a director and President of Cowley Technologies Corp.  Both
Oxford Technologies Inc. and Cowley Technologies Corp. are subsidiaries of
SSP.

ISAACS K. LI. On March 23, 2004, the Board of Directors appointed Mr. Kim Hung
Isaacs Li to replace Ms. Jacinta Sit as Chief Financial Officer (chief
accounting officer), effective March 23, 2004. Mr. Li has been the company
secretary and financial controller of Hong Kong listed company, Golden Dragon
Group (Holdings) Ltd., since 2000, responsible for the Group's financial
planning and monitoring. On March 1, 2004, Mr. Li was appointed as Executive
Director of Golden Dragon Group. He is a member of the Association of Chartered
Certified Accountants, the Hong Kong Society of Accountants, the Hong Kong
Institute of Company Secretaries and the Associate of the Institute of
Chartered Secretaries and Administrators.

No director, executive officer, promoter or control person of Weston has,
within the last five years: (i) had a bankruptcy petition filed by or against
any business of which such person was a general partner or executive officer
either at the time of the bankruptcy or within two years prior to that time;
(ii) been convicted in a criminal proceeding or is currently subject to a
pending criminal proceeding (excluding traffic violations or similar
misdemeanors); (iii) been subject to any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or
banking activities; (iv) been found by a court of competent jurisdiction
(in a civil action), the Securities and Exchange Commission or the Commodity
Futures Trading Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or vacated.

There are no family relationships among any of Weston's directors and
executive officers.

Committees of the Board of Directors

The Board of Directors has an Audit Committee. During fiscal 2004, all of the
directors then in office attended all the meetings of the Board of Directors
and the Committees of the Board of Directors on which they served.

Audit Committee

The functions of the Audit Committee are to recommend to the Board of Directors
the appointment of independent auditors for us and to analyze the reports and
recommendations of such auditors. The committee also monitors the adequacy
and effectiveness of Weston's financial controls and reporting procedures.
During Fiscal 2004, the Audit Committee consisted of Mr. Wong and Ms. Sit.  The
Audit Committee does not meet on a regular basis, but only as circumstances
require.  Weston has not designated any member of its Audit Committee as a
financial expert as defined by Item 401(e) of SEC Regulation S-B.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
Weston's officers and directors, and persons who own more than 10% of a
registered class of our equity securities, to file reports of ownership and
changes in ownership of our equity securities with the Securities and
Exchange Commission.  Officers, directors and greater-than 10% shareholders
are required by the Securities and Exchange Commission regulation to furnish
Weston with copies of all Section 16(a) filings.

To Weston's knowledge, based solely upon a review of the copies of such
reports furnished to Weston and written representations that during the
fiscal year ended December 31, 2004, all Section 16(a) filing requirements
applicable to its officers, directors and greater than 10% beneficial
owners have been filed except that Yin Sen Wong, Lik Hon and Kim Hung Li
have not file Form 3.


Item 10.   EXECUTIVE COMPENSATION

During the period from March 8, 2002 (date of inception) through October 15,
2003, Mr. Zhang was the sole executive officer of Weston.  He received no
compensation for his service as our sole executive officer.  From October
15, 2003 to December 31, 2004, no executive officers received any
compensation for their services rendered to us, and no compensation of any
kind has been accrued.

No retirement, pension, profit sharing, stock option or insurance programs
or other similar programs have been adopted by Weston for the benefit of
its employees.

Stock Option Plans

At present Weston does not have a stock option plan and has no current plans
to implement a stock option plan.  Any future plan would be subject to the
approval of the board of directors of Weston.

Compensation of Directors

In the fiscal year ended December 31, 2004, no compensation has been paid
to Weston's directors for their services as Weston's directors.

Options/Stock Appreciation Rights ("SAR") Grants in Last Fiscal Year

No individual grants of stock options (whether or not in tandem with SARs),
or freestanding SARs were made since inception to any of the named executive
officers.

Employment Agreements

Weston does not have employment agreements with any of our executive officers.


Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth each person known by us to be the beneficial
owner of five percent or more of our common stock, all directors individually
and all directors and officers of Weston as a group.  Except as noted, each
person has sole voting and investment power with respect to the shares shown.
The below table is based on an aggregate of 41,013,275 shares of common stock
issued and outstanding as of May 10, 2005.

  Shareholder                          No. of shares     Percentage
-----------------------------------   ---------------   ------------
  Dragon Concept Investments Ltd.         23,115,800         56.36%
  Prosper Dynamic Inc.                     2,375,000          5.79%
  Future Progress Inc.                     2,375,000          5.79%
  Success Glory Group Ltd.                 2,375,000          5.79%
  Partner Glory Ltd.                       2,375,000          5.79%
  Goldtools Investment Ltd.                2,375,000          5.79%
  Comp International Ltd.                  4,250,000          10.36%


Item 12. 	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On March 8, 2002, Weston issued 5,000,000 shares of its common stock to
Waywood Investment Ltd. for the services rendered in connection with the
incorporation of Weston valued at $500.  Weston's president/director is the
controlling shareholder and the sole officer and director of Waywood
Investment Ltd.





                      WESTON TECHNOLOGIES CORPORATION
                      (A DEVELOPMENT STAGE COMPANY)

                INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



	                                                             PAGE

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS                         F-1

INDEPENDENT AUDITORS' REPORT                                       F-2

CONSOLIDATED FINANCIAL STATEMENTS:

      BALANCE SHEET                                                F-3

      STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS               F-4

      STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY                 F-5

      STATEMENT OF CASH FLOWS                                      F-6

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                F-7-F-17







              REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders
of Weston Technologies Corporation
New York, NY

We have audited the accompanying consolidated balance sheet of Weston
Technologies Corporation (a development stage company) and subsidiaries as
of December 31, 2004 and the related consolidated statements of operations,
stockholders' equity and cash flows for the period from July 1, 2003 (Inception)
to December 31, 2004.  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 audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  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 of financial
statements includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Weston Technologies
Corporation (a development stage company) and subsidiaries as of December 31,
2004 and 2003 and the results of their operations, changes in stockholders
equity and their cash flows for the year ended December 31, 2004, in conformity
with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in Note 1 to
the consolidated financial statements, the Company is in the development phase,
has no established source of revenues and has suffered a loss from operations
that raises substantial doubt about its ability to continue as a going concern.
The consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.



/s/ KND & CO. CPA LIMITED
-----------------------------------
KND & CO. CPA LIMITED
CERTIFIED PUBLIC ACCOUNTANTS (PRACTISING)
HONG KONG
MAY 10, 2005





                   WESTON TECHNOLOGIES CORPORATION
                      (A DEVELOPMENT STAGE COMPANY)

                  CONDENSED CONSOLIDATED BALANCE SHEETS


                                Assets
                                              Dec. 31, 2004    Dec. 31, 2003
                                                (Audited)        (Audited)
                                              -------------    -------------
Current assets
 Cash and cash equivalents.............       $     632,339     $    176,603
 Inventory.............................             700,292           12,391
 Deposits-inventory purchases..........             140,384          135,730
 Deposits -inventory purchases -related company           -        2,139,929
 Accounts receivable....................            177,126                -
 Amount due from director...............             35,037                -
 Rental deposit.........................             59,681                -
Prepaid expenses and other current assets           141,938           71,593
                                              -------------     ------------
   Total current assets................           1,886,797        2,536,246


Property, plant and equipment -at cost.             142,935           13,594
  Less: accumulated depreciation.......              (9,334)            (123)
                                              -------------     ------------
                                                    133,601           13,471
Other assets
 Trademarks............................               8,904            5,980
 Rearch and development cost...........             972,326                -
                                              --------------   -------------
  Total other assets...................             981,230            5,980
                                              -------------     ------------
   Total assets........................        $  3,001,628     $  2,555,697
                                              =============     ============


        Liabilities and Stockholders' Equity

Current liabilities
 Accounts payable......................         $    92,784      $         -
 Accrued liabilities...................             226,597           13,121
 Accrued interest payable-related company                 -                -
 Due to affiliate......................             190,792           15,000
                                               -------------     ------------
   Total current liabilities...........             510,173           28,121

Stockholders' equity
 Preferred stock.......................                   -                -
 Common stock..........................               4,101              576
 Common stock subscribed...............           3,852,000        3,852,000
 Additional paid in capital............           4,659,831        2,577,424
 Accumulated other comprehensive (loss)/income       (4,381)           1,763
 Deficit accumulated during the development stage(2,158,096)         (42,187)
                                              -------------      -----------
                                                  6,353,455        6,389,576

Less: stock subscription receivable....          (3,862,000)      (3,862,000)
                                              -------------     ------------
   Total stockholders' equity..........           2,491,454        2,527,576
                                              -------------     ------------
Total liabilities and stockholders' equity    $   3,001,628     $  2,555,697
                                              =============     ============




       The accompanying notes are an integral part of the condensed
                    consolidated financial statements.





                     WESTON TECHNOLOGIES CORPORATION
                      (A DEVELOPMENT STAGE COMPANY)

                  CONSOLIDATED STATEMENT OF OPERATIONS
                        AND COMPREHENSIVE LOSS


                                                                 Amounts Since
                      		             For The Year Ended     Inception
                                       	     December 31,      July 1, 2003 to
                                    	  2004        2003   December 31, 2004
                                 	  ------------ ----------  -----------------


License fees                             $128,205   $        -     $  128,205

Product Sales                           1,927,773            -      1,927,773
Cost of goods sold                      1,123,781            -      1,123,781
                                       -----------   ----------   ------------
Gross Profit on product sales             932,197            -        932,197


Cost and expenses
General and
  administrative expenses               2,806,424       37,714      2,844,138
Research and Development costs            243,082        4,838        247,920
                                       -----------   ----------   ------------
Operating loss..                       (2,117,309)     (42,552)    (2,159,861)


Other income (expense)
Interest expense                                -            -              -
 Other income                               1,400  	     365          1,765
                                       -----------   ----------   ------------
     Net loss                          (2,115,909)     (42,187)    (2,158,096)
                                       -----------   ----------   ------------
Foreign currency
  translation adjustment                   (6,144)       1,763         (4,381)
                                       -----------   ----------   ------------


Comprehensive loss                   $ (2,122,053)   $ (40,424)  $ (2,162,477)
                                      ============ ===========  ==============
Basic and diluted
  net loss per share                        (0.14)	  (0.01)
                                      ============ ===========


Weighted average number
 of common shares outstanding          15,295,447    5,542,513
                                      ============ ===========



        The accompanying notes are an integral part of the condensed
                    consolidated financial statements.





                       WESTON TECHNOLOGIES CORPORATION
                        (A DEVELOPMENT STAGE COMPANY)

                       CONSOLIDATED STATEMENT OF CHANGES
                           IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                                                 Accumulated
                                                                                    Other
                                                                                    Compre
			         Common Stock                   Additional		     -hensive
		   		                    (Receivable)    Paid-in	Retained    Income
    Activity        Shares      Amounts      Subscribed    Capital        (Loss)    (Loss)    Total
--------------  ------------- ------------  -----------  ------------  ---------- ---------  --------
      
            <c>          <c>           <c>          <c>          <c>        <c>        <c>
                                 $               $            $           $           $          $
Balance,
Dec 31, 2003                                 (3,862,000)
	            5,761,775       576        (3,862,000)   2,577,424     (42,187)    1,763  2,527,576


Net loss							          (2,115,909)                     (2,128,957)

Translation
Adjustments	                                                              (6,144)             (6,144)

Issuance of
Common stock     35,251,500    3,525                                                           3,525

Paid-in Capital                                            2,082,407                       2,082,407

Balance,
Dec 31, 2004                               (3,862,000)
                41,013,275     4,101       (3,862,000)     4,659,831  (2,158,096) (4,381)  2,478,406
               ===========    =======      ============   =========== =========== ======== ==========

</TABLE>



          The accompanying notes are an integral part of the condensed
                      consolidated financial statements.





                     WESTON TECHNOLOGIES CORPORATION
                      (A DEVELOPMENT STAGE COMPANY)

                  CONSOLIDATED STATEMENT OF CASH FLOWS


                                                                   Cumulative
                                                                 Amounts Since
                                                                   Inception
                                        For The Year Ended       July 1, 2003 to
                                             December 31           December 31,
                                           2004         2003           2004
                                      ------------- ------------- -------------
Cash Flows from operating activities
 Net loss                              $(2,115,909)   $ (42,187)   $(2,158,096)
 Adjustments to reconcile net loss to net
  cash used in operating activities:
    Depreciation expense                     9,211          123          9,334
    Amortization expense                   243,082            -        243,082

  Changes in operating assets and liabilities:
    Increase in inventory                 (687,901)     (12,391)      (700,292)
    Increase in accounts receivable       (177,126)           -       (177,126)
    Increase in deposits
      -inventory purchases                  (4,654)    (135,730)      (140,384)
    Decrease in deposits - inventory
      purchases-related company          2,139,929   (2,139,929)             -
    Increase in prepaid expenses
      and other current assets             (35,695)     (71,593)      (107,288)
    Increase in accounts payable and
      and accrued liabilities              306,260       13,121        319,381
    Increase in amount due from director   (35,037)           -        (35,037)
    Increase in rental deposit             (59,681)           -        (59,681)
                                         ----------   ----------    -----------

Net cash generated from/(used in) operating activities
                                        $ (417,521) $(2,388,586)  $ (2,806,107)
                                         ----------   ----------    -----------
Cash flows from investing activities
 Purchase of trademark                      (2,924)      (5,980)        (8,904)
 Rearch and development                 (1,215,408)           -     (1,215,408)
  Purchases of property and equipment     (129,341)     (13,594)      (142,935)
                                         ----------   ----------    -----------
Net cash used in investing activities   (1,347,673)     (19,574)    (1,367,247)
                                         ----------   ----------    -----------
Cash flows from financing activities
 Due to affiliates                         175,792       15,000        190,792
 Proceeds from issuance of common stock  2,051,282    2,568,000      4,619,282
                                         ----------   ----------    -----------
Net cash provided by financing activities2,227,074    2,583,000      4,810,074
                                         ----------   ----------    -----------

Foreign exchange effect on cash             (6,144)       1,763         (4,381)
                                         ----------   ----------    -----------
Net increase in cash and
 cash equivalents                          455,736      176,603        632,339
Cash and cash equivalents
   - beginning of period                   176,603            -              -
                                         ----------   ----------    -----------
Cash and cash equivalents
   - end of period                    $    632,339   $  176,603     $  632,339
                                        ===========   ============  ===========

Supplemental cash flow information:
  Cash paid during the periods for:

                     Interest         $         -  $         -
                                       ===========   ============
                     Income taxes     $         -  $         -
                                       ===========   ============




        The accompanying notes are an integral part of the condensed
                consolidated financial statements




                     WESTON TECHNOLOGIES CORPORATION
                      (A DEVELOPMENT STAGE COMPANY)



1.  BUSINESS DESCRIPTION AND ORGANIZATION

    WESTON TECHNOLOGIES CORPORATION

    Weston Technologies Corp. (a development stage company at December 31,
    2004) ("the Company") was incorporated in the State of Delaware on March
    8, 2002, as a "blank check company" to serve as a  vehicle to effect a
    merger, exchange of capital stock, asset acquisition or other business
    combination with a domestic or foreign private business.

    Waywood Investment Limited, ("Waywood") was the sole shareholder of the
    Company at inception.  On February 26, 2003, Waywood sold 85% of its stock
    interest or 4,250,000 shares in the Company to Comp International Limited,
    a British Virgin Islands Corporation ("BVI").

    Dragon Concept Investment Limited ("Dragon Concept"), which is a publicly
    listed company in Hong Kong, is the parent company of Comp International
    Limited.

    BEST PARTNERS WORLDWIDE LIMITED

    Best Partners World Limited ("BPW") a corporation registered in the BVI,
    was incorporated on July 1, 2003. In 2003 BPW acquired from its principal
    stockholders pending patents to a certain smokeless cigarette product known
    as the Ultrasonic and Electronic Atomized Cigarette.

    ACQUISITION OF BPW AND THE SHARE EXCHANGE

    On October 15, 2003 (the "Acquisition Date") the Company entered into a
    stock exchange agreement with BPW.  Pursuant to the stock exchange
    agreement, BPW became a wholly-owned subsidiary of the Company.  The
    acquisition was effected under the stock exchange agreement when the
    stockholders of BPW exchanged all of the outstanding capital stock of BPW
    for 440,775 shares of the Company's common stock.  In addition, the
    stockholders of BPW received warrants to purchase 43,636,725 shares of the
    Company at an exercise price of $.001 per share, or $43,636.  The BPW
    shareholders did not take immediate control of the Company after the
    share exchange, it was very likely that these warrants would be exercised
    at a near future date, and the stockholders of BPW would take control of
    the Company.  Since the former stockholders of BPW would own a majority
    of the issued and outstanding shares of common stock of the Company
    sometime after the Acquisition Date, this transaction was accounted for
    as a recapitalization of BPW, whereby BPW is deemed to be the accounting
    acquirer and has adopted the capital structure of the Company.  On
    September 30, 2004, certain shareholders of the Company elected to
    exercise their warrants to purchase 34,650,000 shares of common stock of
    the Company.  After the Warrant Exercise, the Company's total number of
    shares increased from 5,761,775 to 41,013,275.  There are still remaining
    warrants to purchase 8,986,725 shares of common stock of the Company.

    On November 3, 2004, the Company entered into a Stock Subscription
    Agreement with Perfect Approach Investments Ltd. ("Perfect Approach"),
    whereby Perfect Approach agreed to purchase 601,500 shares of the common
    stock of the Company for an aggregate consideration of US$2,050,000.

    Perfect Approach is an existing shareholder of Weston.  Upon completion of
    the stock subscription, Perfect Approach holds 606,500 shares of common
    stock of the Company and warrants to purchase 495,000 shares of common
    stock of the Company.

    The assets and liabilities of the Company were deemed to have been acquired
    by BPW on the Acquisition Date.  All financial information included in this
    report that is as of a time prior to the Acquisition Date, is the financial
   information of BPW on a stand alone basis, as if BPW had been the registrant
    required to file this report.  The financial information from and after the
    Acquisition Date is that of the Company, BPE and its subsidiaries, on a
    consolidated basis.  BPW was incorporated on July 1, 2003 with no business
    activity in the third quarter, therefore there is no 2003 comparative
    information shown in these financial statements.

    The Company had no assets or liabilities at the Acquisition Date, therefore
    there were no assets and liabilities that, for accounting purposes, were
    deemed to have been acquired by BPW from the Company.

    Due to the recapitalization of BPW, all reference to shares of BPW common
    stock have been restated to reflect the equivalent number of shares of the
    Company's common stock outstanding at the Acquisition Date.  In other words,
    the 10,000 shares of BPW's outstanding common stock at October 15, 2003
    are restated as 440,775 shares outstanding of the Company, as shown on the
    accompanying balance sheet.

    Weston had no business operation prior to its acquisition in October 2003 of
    BPW, including all BPW's pending patents on a smokeless cigarette product
    known as the Ultrasonic and Electronic Atomized Cigarette or Flameless No-
    Tar Cigarette Substitute (the FNT Cigarette). Being a "development stage
    company", Weston did not commence its principal operation until late in
    2004. Through its operating subsidiaries in China, the Company manufactured
    its FNT cigarettes at Shenyang, while another unit in Beijing marketed the
    products in China and provided after-sales services. This electronic
    flameless cigarette product can be produced in the shape of a cigarette
    holder or in the shape of a regular smoking pipe. This FNT cigarette is a
    quit-smoking aid and can be used as substitute to the burning cigarette.

    CAPITAL RESOURCES; BUSINESS RISKS; GOING CONCERN ASSUMPTION

    The Company's future operations are subject to all of the risks inherent in
    the establishment of a new business enterprise.

    The financial statements have been prepared on the basis that the Company
    will continue as a going concern, which contemplates the realization and
    satisfaction of pre existing liabilities of the Company and existing
    liabilities and commitments in the normal course of business.  At December
    31, 2004, the Company had an accumulated deficit of $2,171,144.  The Company
    also realized net loss of $2,115,909 for the year ended December 31, 2004.

    Operations to date have been primarily financed by stockholder debt and
    equity transactions.  As a result, future operations are dependent upon the
    identification and successful completion of permanent equity financing,
    the continued support of stockholders and ultimately, the achievement of
    profitable operations. Additionally, even if the Company does raise
    additional operating capital, there can be no assurance that the net
    proceeds will be sufficient to enable it to develop its business to a level
    where it will generate profits and positive cash flows. These financial
    statements do not include any adjustments related to recoverability and
    classification of recorded asset amounts nor to amounts and classification
    of liabilities that may be necessary should it be unable to continue as
    a going concern.

    Factors that could affect the Company's future operating results and cause
    future results to vary materially from expectations include, but are not
    limited to, lower than anticipated business derived from its new products,
    an inability to attract new clients and grow on its own, an inability to
    control expenses, technology changes in the industry, changes in regulatory
    requirements, and general uncertain economic conditions overseas, especially
    in China.  Negative developments in these or other risk factors could have
    a material adverse effect on the Company's future financial position,
    results of operations and cash flows.

    The Company has patents pending in China.  Intellectual property protection
    measures may not be sufficient to prevent misappropriation of the technology
    or competitors may independently develop technologies that are substantially
    equivalent or superior to the Company's technology.  Legal systems of many
    foreign countries, including China, do not protect intellectual property
    rights to the same extent as the legal system of the United States.  If the
    Company cannot adequately protect its proprietary information and
    technology, the business financial condition and results of operations
    could be materially adversely affected in the future.

    RESTRICTION ON TRANSFER OF ASSETS FROM CHINA

    Dividend payments to the Company will be limited by certain statutory
    regulations in China.  No dividends may be paid by BPW without first
    receiving prior approval from the Foreign Currency Exchange Management
    Bureau.  Dividend payments are restricted to 85% of profits after tax.
    Repayments of loans or advances from BPW to the Company, unless certain
    conditions are met, will be restricted by the Chinese government.

    CONTROL BY PRINCIPAL STOCKHOLDERS

    The directors, executive officers, their affiliates and related parties
    own, beneficially and in the aggregate, the majority of the voting power
    of the outstanding shares of the common stock of the Company.  Accordingly,
    directors, executive officers, related parties and their affiliates, if
    they voted their shares uniformly, would have the ability to control the
    approval of most corporate actions, including increasing the authorized
    capital stock of BPW and the dissolution, merger or sale of the Company's
    assets.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION

    The consolidated financial statements for the period presented, include
    the financial statements of the Company, BPW, SBT (Holdings) Company
    Limited ("SBT Hong Kong") and its wholly owned subsidiaries, Shenyang SBT
    Technology Development Co. Limited ("SBT Shenyang") and Beijing SBT Ruyan
    Technology and Development Company Limited ("SBT Beijing").  The
    consolidated statements have been prepared in accordance with accounting
    principles generally accepted in the United States of America. All
    significant intercompany transactions have been eliminated.

    The Company has determined The Peoples Republic of China Chinese Yuan
    Renminbi to be the functional currency of the Company.  There were no gains
    or losses recognized as a result of translating foreign currencies to
    the U.S. dollars due to the stability of the Yuan Renminbi currency in
    2004.  No assurance however, can be given as to the future valuation of
    the foreign currencies and how further movements in the foreign currencies
    could affect future earnings of the Company.

    The balance sheets of SBT Hong Kong, SBT Shenyang and SBT Beijing were
    translated at year end exchange rates. The accompanying consolidated
    balance sheet net assets are all primarily located in the People's Republic
    of China ("PRC") at December 31, 2004. Expenses were translated at
    exchange rates in effect during the year, substantially the same as the
    year end rates.

    START-UP COSTS

    The Company, in accordance with the provisions of the American Institute
    of Certified Public Accountants' Statement of Position (SOP) 98-5,
    "Reporting on the Costs of Start-up Activities", expenses all start-up and
    organizational costs as they are incurred.

    USE OF ESTIMATES

    The preparation of financial statements in conformity with accounting
    principles generally accepted in the United States of America 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 date of the financial statements and reported
    amounts of revenues and expenses during the reporting period.  Actual
    results could differ from those estimates.

    REVENUE RECOGNITION

    The Company adopted the U.S. Securities and Exchange Commission's (SEC)
    Staff Accounting Bulletin No. 104, "Revenue Recognition". In SAB No. 104,
    the SEC expressed its view that revenue was realizable and earned when
    the following four criteria were met: (1) persuasive evidence of an
    arrangement exists; (2)delivery has occurred or the service have been
    rendered; (3) the seller's price to the buyer is fixed or determinable;
    and (4) collectibility is reasonably assured.

    The Company will recognize revenue from the sale of its products in
    accordance with SAB No. 104.

    CASH AND CASH EQUIVALENTS

    The Company considers all highly liquid debt investments with a maturity
    of three months or less as cash equivalents.

    INVENTORIES

    Inventory is stated at the lower of cost or market, cost being determined
    by weighted average method.  Inventory consists of raw materials of
    $549,410, work in progress of $26,118 and finished goods of $124,764 at
    December 31, 2004.

    PROPERTY AND EQUIPMENT

    Property and equipment is stated at cost as of December 31, 2004.
    Impairment of long-lived assets is recognized when events or changes in
    circumstances indicate that the carrying amount of the asset, or related
    groups of assets, may not be recoverable.  Under the provisions of SFAS No.
    144, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
    Assets to Be Disposed Of", the Company recognizes an "impairment charge"
    when the expected net undiscounted future cash flows from an asset's use
    and eventual disposition are less than the asset's carrying value and the
    asset's carrying value exceeds its fair value.  Measurement of fair value
    for an asset or group of assets may be based on appraisal, market values of
    similar assets or estimated discounted future cash flows resulting from the
    use and ultimate disposition of the asset or assets.

    Expenditures for maintenance, repairs and betterments, which do not
    materially extend the normal useful life of an asset, are charged to
    operations as incurred.  Upon sale or other disposition of assets, the cost
    and related accumulated depreciation are removed from the accounts and any
    resulting gain or loss is reflected in income.

    Depreciation and amortization are provided for financial reporting purposes
    on the straight-line method over the estimated useful lives of the
    respective assets as follows:

                                                     Estimated
                                                    Useful Lives
                                                    ------------

       Transportation and delivery equipment           5-8 years
       Office and computer software and equipment     3-10 years

    INTANGIBLE ASSET

    The Company adopted the provisions of SFAS No. 142, Goodwill and Other
    Intangible Assets (SFAS 142), effective January 1, 2002. Under SFAS 142,
    goodwill and indefinite lived intangible assets are no longer amortized but
    are reviewed annually for impairment, or more frequently, if indications
    of possible impairment exist.

    Intangible asset will be amortized when placed in service.  The Company
    examines the carrying value of its intangible assets to determine if there
    are any impairment losses.  If indicators of impairment were present in
    intangible assets used in operations and future cash flows were not expected
    to be sufficient to recover the assets' carrying amount, an impairment loss
    would be charged to expense in the period identified.  No event has been
    identified that would indicate an impairment of the value of intangible
    assets recorded in the accompanying consolidated financial statements.

    The technology was developed by BPW and the direct costs to obtain and
    apply for the trademark in various countries are recorded as trademark.

    INCOME TAXES

    Income tax expense is based on reported income before income taxes.
    Deferred income taxes reflect the effect of temporary differences between
    assets and liabilities that are recognized for financial reporting purposes
    and the amounts that are recognized for income tax purposes.  In accordance
    with Statement of Financial Accounting Standard (SFAS) No. 109, "Accounting
    for Income Taxes," these deferred taxes are measured by applying currently
    enacted tax laws.

    The Company is currently in the development stage and has just commenced
    an active trade or business, therefore, the Company did not provide any
    current or deferred income tax provision or benefit for any periods
    presented to date because it has experienced operating losses since
    inception.

    RESEARCH AND DEVELOPMENT COSTS

    Generally the Company sponsored research and development costs, related
    to both present and future products, are charged to operations when
    incurred and are included in operating expenses. Currently Weston is
    still a development stage company and in most part of 2004 fiscal year,
    the Company continued to focus on research and product development
    activities. The Company's research and development costs to date
    comprised engaging external laboratories and research institutes to
    obtain new research findings, paying for high precision testing of pre-
    production prototypes, conducting in-house testing to advance the
    design of new models, etc.

    Regarding some individual research and development projects with
    reasonably certain future benefits expected to realize in the near term
    future, the technical team and management of Weston would evaluate the
    project results and costs against some established conditions. If the
    prerequisite conditions are met, the development costs will be deferred
    and amortized over 5 years. In addition, the balance of deferred
    development costs will be subjected to annual reviews. If the annual
    review indicates loss of or any deficiency in the expected future
    benefits, the respective portion of deferred development cost will be
    charged to expense in the period identified.

    Expenditures for research and development charged to the fiscal year ended
    December 31, 2004 was $243,082. As at December 31, 2004, the balance of
    deferred development costs amounted to $972,326.

    RELATED PARTY TRANSACTIONS AND STOCKHOLDER'S LOANS

    The caption "Due to Affiliates" are loans that are unsecured, non-interest
    bearing and have no fixed terms of repayment, therefore, deemed payable
    on demand.

    COMPREHENSIVE (LOSS)/INCOME

    The Company, under SFAS No. 130, is required to report the changes in
    shareholders' equity from all sources during the period, including foreign
    currency translation adjustments.  The amount of foreign currency
    translation loss for the year ended December 31, 2004 was $4,381.

3.  LOSS PER SHARE

    Basic loss per common share ("LPS") is calculated by dividing net loss by
    the weighted average number of common shares outstanding during the year.
    Diluted earnings per common share are calculated by adjusting the weighted
    average outstanding shares, assuming conversion of all potentially
    dilutive stock options.

    The numerator and denominator used in the basic and diluted LPS of common
    stock computations are presented in the following table:


       NUMERATOR FOR BASIC AND DILUTED LPS
            Net loss to common shareholders         $   (21,287,957)
                                                    ================
       DENOMINATOR FOR BASIC AND DILUTED LPS
            Weighted average shares of common stock
               outstanding                               15,295,447
                                                    ================

       LPS - Basic and diluted                      $         (.139)
                                                    ================

4.  STOCKHOLDERS' EQUITY

    PREFERRED STOCK

    The Company is authorized to issue 20,000,000 shares of preferred stock
    at $.0001 par value, with such designation voting and other rights and
    preferences as may be determined from time to time by the Board of
    Directors.  As of December 31, 2004, no preferred stock had been issued.

    COMMON STOCK AND CONTRIBUTED CAPITAL

    The Company is authorized to issue 80,000,000 shares of common stock at
    $.0001 par value.  At December 31, 2004 the company has 41,013,275 common
    stock shares issued and outstanding.

    On November 3, 2003, the Company entered into a Share Subscription
    Agreement with Centreford Investment Limited ("Centreford"), a corporation
    registered in the British Virgin Islands, pursuant to which Centreford
    agreed to purchase 802,500 shares of the Company's common stock at a
    price of $8 per share for an aggregate consideration of $6,420,000. As at
    year end date, Centreford had paid-up 321,000 shares under the subscription
    agreement. Under the Agreement, the Company also granted Centreford an
    option to subscribe an additional 120,000 shares of the Company's common
    stock at an exercise price of $9 per share for an aggregate consideration
    of $1,080,000 within 1 year of the execution of this agreement.

5.  PROPERTY AND EQUIPMENT

    Property and equipment at cost consists of:

      Transportation equipment                    $   56,110
      Office, computer software and equipment         86,825
                                                 -----------
                                                     142,935
      Less: accumulated depreciation                  (9,334)
                                                 -----------
      TOTAL                                       $  133,601
                                                 ===========

Depreciation expense for the year ended December 31, 2004 was $123.

6.  INCOME TAXES

    The Company accounts for income taxes in accordance with the provisions
    of SFAS No. 109, "Accounting for Income Taxes."

    Income tax expense is based on reported income before income taxes.
    Deferred income taxes reflect the effect of temporary differences between
    assets and liabilities that are recognized for financial reporting
    purposes and the amounts that are recognized for income tax purposes. In
    accordance with SFAS No. 109, "Accounting for Income Taxes", these
    deferred income taxes are measured by applying currently enacted tax laws.

    There are net operating loss carryforwards allowed under the Hong Kong and
    China's governments' tax systems.  In China, the previous five years net
    operating losses are allowed to be carryforward five years to offset
    future taxable income.  In Hong Kong, prior years net operating losses can
    be carried forward indefinitely to offset future taxable income.  The
    Company has available approximately $2,116,000 of unused operating losses
    carryforwards and based on a 30% tax rate has a deferred tax asset of
    approximately $635,000 in which the company recorded a valuation allowance
    for the same amount at December 31, 2004.

    The company will withhold and pay income taxes on its employees' wages,
    which funds the Chinese government's sponsored health and retirement
    programs of all the employees.

7.  COMMITMENTS AND CONTINGENCIES

    LEASE COMMITMENTS

    Office space is charged by the former sole director and officer of the
    company, on a month to month basis, at approximately $100 per month.
    The Company also subleases office space on a month to month basis. Total
    rent expense was $103,006 for the year ended December 31, 2004.

    PURCHASE COMMITMENTS

    The Company has entered into several purchase agreements in previous year
    but all has expired during the year.

8.  FAIR VALUE OF FINANCIAL INSTRUMENTS

    Statement of Financial Accounting Standards No. 107, Disclosures about
    Fair Value of Financial Instruments ("SFAS 107") requires entities to
    disclose the fair values of financial instruments except when it is not
    practicable to do so.  Under SFAS No. 107, it is not practicable to make
    this disclosure when the costs of formulating the estimated values exceed
    the benefit when considering how meaningful the information would be to
    financial statement users.

    As a result of the difficulties presented in the valuation of the loans
    payable to related entities/parties because of their related party nature,
    estimating the fair value of these financial instruments is not considered
    practical.  The fair values of all other assets and liabilities do not
    differ materially from their carrying amounts.  None of the financial
    instruments held are derivative financial instruments and none were
    acquired or held for trading purposes in 2004.

9.  NEW ACCOUNTING PRONOUNCEMENTS

    In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable
    Interest Entities" ("FIN 46") which is an interpretation of "Accounting
    Research Bulletin No. 51, "Consolidated Financial Statements".  FIN 46
    requires a variable interest entity (VIE) to be consolidated by a company
    that is considered to be the primary beneficiary of that VIE.  In December
    2003, the FASB issued FIN No . 46 (revised December 2003), "Consolidation
    of Variable Interest Entities" ("FIN" 46-R") to address certain FIN 46
    implementation issues.  The effective dates and impact FIN 46 and FIN 46-R
    for the Company's consolidated financial statements are as follows:

    1.  Special purpose entities ("SPEs") created prior to February 1, 2003.
        The Company must apply either the provisions of FIN 46 or early adopt
        the provisions of FIN 46-R at the end of the first interim or annual
        reporting period ending after December 15, 2003.  The Company has
        determined that it has no SPE's.

    2.  Non-SPEs created prior to February 1, 2003. The Company is required
        to adopt FIN 46-R at the end of the first interim or annual reporting
        period ending after March 15, 2004.  While not required, the Company
        could elect to adopt FIN 46 or FIN 46-R for these non-SPEs as of the
        end of the first interim or annual reporting period ending after
        December 15, 2003.  Management does not believe that the adoption of
        this provision will have a material effect on the Company's financial
        position, results of operations or cash flows.

    3.  All entities, regardless of whether a SPE, that were created subsequent
        to January 31, 2003, are required to apply the provisions, of FIN 46
        unless management elects to early adopt the provisions of FIN 46-R as
        of the first interim or annual reporting period ending after December
        15, 2003. If the Company does not elect to early adopt FIN 46-R, then
        the Company is required to apply FIN 46-R to these entities as of the
        end of the first interim or annual reporting period ending after March
        15, 2004. The Company has not entered into any material joint venture or
        partnership agreements subsequent to January 31, 2003 and the Company
        does not expect to enter into any such material agreements during the
        first interim period ended January 31, 2004.  If the Company enters into
        any significant joint venture and partnership agreements in the future
        that would require consolidation under FIN 46 or FIN 46-R, it could have
        a material impact on the Company's future consolidated financial
        statements.

    In May 2003, the FASB issued Statement No. 150, "Accounting for Certain
    Financial Instruments with Characteristics of both Liabilities and Equity".
    SFAS No. 150 establishes standards for how an issuer classifies and measures
    certain financial instruments with characteristics of both liabilities and
    equity.  SFAS No. 150 requires that an issuer classifies a financial
    instrument that is within its scope as a liability (or an asset in some
    circumstances).  SFAS No. 150 was effective for financial instruments
    entered into or modified after May 31, 2003, and otherwise was effective
    for the Company's fourth quarter of 2003.  The adoption of SFAS No. 150 is
    not expected to have a material impact on the Company's future financial
    position, results of operations or cash flows.

    In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
    Compensation - Transition and Disclosure," which amends SFAS No. 123,
    "Accounting for Stock-Based Compensation."  SFAS No. 148 provides
    alternative methods of transition for a voluntary change to the fair value
    based method of accounting for stock-based employee compensation. SFAS No.
    148 also requires that disclosures of the pro forma effect of using the
    fair value method of accounting for stock-based employee compensation be
    displayed more prominently and in a tabular format. Additionally, SFAS No.
    148 requires disclosure of the pro forma effect in interim financial
    statements.  The interim disclosure provisions are effective for financial
    reports containing financial statements for interim periods beginning after
    December 15, 2002.  As the Company does not intend to adopt the provisions
    of SFAS No. 123, the Company does not expect the transition provisions
    of SFAS No. 148 to have a material effect on its results of operations or
    financial condition, only on its financial statement disclosures.

    In November 2002, the FASB issued FASB Interpretation No. 45 (FIN 45),
    "Guarantor's Accounting and Disclosure Requirements for Guarantees,
    Including Indirect Guarantees of Indebtedness of Others."  FIN 45 requires
    that a liability be recorded on the guarantor's balance sheet upon
    issuance of a guarantee.  In addition, FIN 45 requires disclosures
    about the guarantees, including indemnifications, that an entity has issued
    and a roll forward of the entity's product warranty liabilities. The
    Company will apply the recognition provisions of FIN 45 prospectively
    to guarantees issued or modified after December 31, 2004.


Item 13.  Exhibits and Reports on Form 8-K

(a)   Exhibits

Exhibit No.                  Description
----------  ------------------------------------------------------
  3.1        Certificate of Incorporation (1)
  3.2        By-Laws (1)
  4.1        Specimen Stock Certificate (2)
 10.1        Agreement with Waywood Investment Ltd. (1)
 10.2        Shareholder agreement (1)
 14.1        Code of Ethics (3)
 31.1	       Certification of the Company's Chief Executive Officer pursuant
             to Section 302 of the Sarbanes-Oxley Act of 2002
 31.2        Certification of the Company's Chief Financial Officer pursuant
             to Section 302 of the Sarbanes-Oxley Act of 2002
 32.1        Certification of the Comany's Chief Executive Officer pursuant
             to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
             of the Sarbanes-Oxley Act of 2002
 32.2        Certification of the Comany's Chief Executive Officer pursuant
             to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
             of the Sarbanes-Oxley Act of 2002

(1) Incorporated by reference from our registration statement on Form 10-SB
    filed on June 10, 2002.

(2) Incorporated by reference from our registration statement on Form 10-SB/A
    filed on July 29, 2002.

(3) Incorporated by reference from our Annual Report on Form 10-KSB filed on
    April 27, 2004.

(b)  Reports on Form 8-K

On March 26, 2004, the Company filed a Form 8-K on Item 4 to report that the
Company dismissed Stan J. H. Lee, CPA, a member firm of DMHD Hamilton Clark
& Co. CPA and engaged Weston engaged Livingston, Wachtell & Co. as its
registered public accountants.

On July 21, 2004, the Company filed a Form 8-K on Item 5 to report that the
Company and its subsidiary Best Partners Worldwide Ltd. ("BPW") entered into
a marketing and license agreement with Augite Inc.

On November 4, 2004, the Company filed a Form 8-K on Item 3.02 to report that
the Company entered into a Stock Subscription Agreement with Perfect Approach
Investments Ltd., whereby Perfect Approach agreed to purchase 601,500 shares
of the common stock of Weston for an aggregate consideration of Hong Kong
$16 million, or approximately US$2,051,282.

On November 29, 2004, the Company filed a Form 8-K on Item 4 to report that
the Company dismissed Livingston, Wachtell & Co., LLP, CPA and engaged KND
& Co. CPA Limited as its independent public accountants.


Item 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Weston's board of directors reviews and approves audit and permissible non-audit
services performed by its independent accountants, as well as the fees charged
by them for such services.  In its review of non-audit service fees and its
appointment of KND & Co. CPA Ltd. as Weston's independent accountants, the board
of directors considered whether the provision of such services is compatible
with maintaining KND & Co. CPA Ltd. independence.  All of the services provided
and fees charged by KND & Co. CPA Ltd. were pre-approved by the board of
directors.

Audit Fees

The aggregate fees billed to us for professional services rendered by Weston's
current and former principal accountants for the audit of its annual financial
statements and review of its quarterly financial statements was $32,000 and
$22,000 for fiscal years 2004 and 2003, respectively.

Audit-Related Fees:  None

Tax Fees:  None

All Other Fees:  None



                               SIGNATURES


Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.

Weston Technologies Corp.


/s/ Yin Sen Wong
--------------------------------
Yin Sen Wong, CEO and Chairman

Date: May 12, 2005


Pursuant to the requirements of 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.

/s/ Jianjun Zhang
-------------------------
Jianjun Zhang, Director


/s/ Jacinta Sit
-------------------------
Jacinta Sit, Director


/s/ Isaaces K. Li
--------------------------
Isaacs K. Li
Chief Financial Officer
(chief accounting officer)


Date: May 12, 2005