U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                  FORM 10-KSB/A


[X]  ANNUAL  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934  for  the  period  ended  December  31,  2003

[ ]  TRANSITION  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT  OF  1934  for  the  transition  period  from  _______  to  _______

                        COMMISSION FILE NUMBER: 333-52472
                        ---------------------------------

                                 XENICENT, INC.
                                 --------------
        (Exact name of small business issuer as specified in its charter)


        North Carolina                                 36-4344865
        --------------                                 ----------
(State or other jurisdiction of              (IRS Employer identification No.)
incorporation or organization)


                P.O. Box 243, Chimney Rock, North Carolina 28720
                ------------------------------------------------
                    (Address of principal executive offices)

                                 (828) 625-2666
                                  -------------
                          (Issuer's telephone number)

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

                                      None

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

                      $0.001 Par Value Common Voting Stock
                                (Title of Class)


Check whether the issuer (1) filed all reports required to be filed by Section13
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  contained in this form, and no disclosure will be contained, to
the  best  of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in  Part  III of this Form 10-KSB or an
amendment  to  this  Form  10-KSB.  [X]

State issuer's net revenues for its most recent fiscal year: $-0-

As  of  May  17,  2004,  there  were 2,112,400 common shares outstanding and the
aggregate  market  value of the common shares (based upon the average of the bid
price  ($.16)  reported  by  brokers),  held by non-affiliates was approximately
$337.984.  Transitional  Small  Business  Disclosure Format (check one): Yes [ ]
No[X]

Number of shares of common stock outstanding as of May 17 2004: 2,112,400

Number of shares of preferred stock outstanding as of May 17, 2004: -0-


           CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

The  discussion  contained  in  this 10-KSB under the Securities Exchange Act of
1934,  as amended, (the "Exchange Act") contains forward-looking statements that
involve  risks  and  uncertainties.  The  issuer's  actual  results could differ
significantly  from  those discussed herein.  These include statements about our
expectations,  beliefs,  intentions  or  strategies  for  the  future,  which we
indicate  by  words or phrases such as "anticipate," "expect," "intend," "plan,"
"will,"  "we believe," "the Company believes," "management believes" and similar
language,  including  those  set  forth  in the discussion under "Description of
Business,"  including  the  "Risk  Factors"  described  in  that  section,  and
"Management's  Discussion  and  Analysis  or Plan of Operation" as well as those
discussed  elsewhere in this Form 10-KSB. We base our forward-looking statements
on  information currently available to us, and we assume no obligation to update
them.  Statements  contained  in  this Form 10-KSB that are not historical facts
are  forward-looking statements that are subject to the "safe harbor" created by
the  Private  Securities  Litigation  Reform  Act  of  1995.




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                                     PART I
                                     ------

Item  1.  Business

GENERAL DESCRIPTION OF BUSINESS
-------------------------------

     We  were  incorporated  in  North  Carolina  on July 26, 1996 as Great Land
Development Co. We changed our name to Xenicent, Inc. on November 8, 2000. Since
our incorporation as Great Land Development Co., we have engaged in the business
of  real  estate  consulting and purchasing and reselling vacant tracts of land,
primarily  in  the North Carolina area.  Pursuant to a Share Exchange Agreement,
dated  June  27,  2002  (the "Share Exchange Agreement"), we acquired a majority
interest  in Giantek Technology Corporation ("Giantek"), a Taiwanese corporation
that  manufactures  and  distributes Light Emitting Diode (LED) display systems.
As  of December 31, 2003, we terminated our relationship with Giantek and agreed
to  transfer  our  sixty percent majority interest in Giantek back to its former
controlling  shareholders  pursuant  to  the  rescission provisions of the Share
Exchange  Agreement,  in  exchange  for  the  return  to us of  80,000 shares of
Xenicent  common  stock.

     Since  the  termination of our relationship with Giantek, and the agreement
to  rescind  the  share exchange which was  consummated on June 27, 2002,  we no
longer control any  operating businesses.  The Board of Directors recognizes the
need  to  increase  shareholder  value,  and has determined that the only way to
enhance shareholder value is to seek potential business opportunities and effect
a  Business Combination with a Target Business with significant growth potential
which,  in  the  opinion  of  our management, could provide a profit to both the
Company  and  our  shareholders.

     We  intend  to  seek opportunities demonstrating the potential of long term
growth  as  opposed  to  short  term  earnings.  Our  efforts  in  identifying a
prospective  Target Business are expected to emphasize businesses located in the
United  States  or elsewhere. While we may, under certain circumstances, seek to
effect  Business Combinations with more than one Target Business, as a result of
our  limited  resources,  we will, in all likelihood, have the ability to effect
only a single Business Combination.  We may effect a Business Combination with a
Target  Business  which  may  be  financially unstable or in its early stages of
development  or  growth.  We  will  not  restrict  our  search  to  any specific
business,  industry  or  geographical  location,  and  we  may  participate in a
business  venture  of  virtually  any  kind or nature. Our management may become
involved  in  management of the Target Business and/or may hire qualified but as
yet  unidentified  individuals  to manage such Target Business. Presently, we do
have  a  Letter  of Intent to merge with Harbin Ping Chun Yao Ye Gu Fen You Xian
Gong  Si,  a  corporation  organized  under the laws of the Peoples' Republic of
China.   See  Item  12  herein  for  a  complete  discussion  of  the  proposed
transaction  we  have  entered  into.

     Due  to  our  limited  capital  resources,  the  consummation of a Business
Combination  will  likely involve the acquisition of, or merger or consolidation
with,  a  company  that  does  not need substantial additional capital but which
desires to establish a public trading market for its shares, while avoiding what
it  might  deem  to be the adverse consequences of undertaking a public offering
itself, such as the time delays and significant expenses incurred to comply with
the  various  federal  and  state  securities  laws that regulate initial public
offerings.  A  Target  Business  might  desire, among other reasons, to create a
public  market  for  their  shares  in  order  to  enhance liquidity for current
shareholders,  facilitate  raising capital through the public sale of securities
of  which a prior existence of a public market for our securities exists, and/or
acquire  additional  assets  through  the issuance of securities rather than for
cash.

     We  cannot  estimate  the  time  that it will take to effectuate a Business
Combination.  Additionally,  no  assurance  can  be made that we will be able to
effectuate  a  Business  Combination  on  favorable terms. We might identify and
effectuate  a  Business  Combination  with  a Target Business which proves to be
unsuccessful  for  any  number  of  reasons.

UNSPECIFIED  INDUSTRY  AND  TARGET  BUSINESS.

     We  will  seek to acquire a Target Business without limiting ourselves to a
particular  industry.  Management has experience in the manufacturing sector and
despite the current economic outlook believes that there are still opportunities
for  growth  in  this  area.  Notwithstanding the foregoing, we cannot commit at
this  time  to  limiting  our  search  for target companies to the manufacturing
sector.

     In  seeking  a  Target  Business,  we  will  consider,  without limitation,
businesses which offer or provide services or develop, manufacture or distribute
goods  in  the  United  States  or  abroad.  We  are  only  able to make general
disclosures  concerning  the  risks  and  hazards  of  effectuating  a  Business
Combination with a Target Business since there is presently no current basis for
us  to  evaluate  the  possible  merits  or  risks of the Target Business or the
particular  industry  in  which  we  may  ultimately  operate.

     To  the  extent  that  we  effect a Business Combination with a financially
unstable  company  or  an  entity  in  its  early stage of development or growth
(including  entities  without established records of sales or earnings), we will
become  subject  to  numerous  risks  inherent in the business and operations of
financially unstable and early stage or potential emerging growth companies.  In
addition,  to  the  extent  that  we effect a Business Combination with a Target
Business  in  an  industry characterized by a high level of risk, we will become
subject  to  the currently unascertainable risks of that industry.  An extremely
high  level of risk frequently characterizes certain industries which experience
rapid  growth.  Although management will endeavor to evaluate the risks inherent
in  a particular industry or Target Business, there can be no assurances that we
will  properly  ascertain  or  assess  all  significant  risk  factors.

PROBABLE  LACK  OF  BUSINESS  DIVERSIFICATION.

     As  a  result of our limited resources, in all likelihood, we will have the
ability  to  effect  only  a  single  Business  Combination.  Accordingly,  our
prospects  for success will be entirely dependent upon the future performance of
a  single  business.

     Unlike  certain  entities  that  have  the  resources to consummate several
Business  Combinations  or entities operating in multiple industries or multiple
segments  of  a  single  industry,  it  is highly unlikely that we will have the
resources  to  diversify  our  operations  or  benefit  from  spreading risks or
offsetting  losses.  Our  probable  lack  of diversification could subject us to
numerous  economic, competitive and regulatory developments, any or all of which
may  have a material adverse impact upon the particular industry in which we may
operate subsequent to consummation of a Business Combination.  The prospects for
our  success may become dependent upon the development or market acceptance of a
single  or  limited  number  of  products,  processes  or services. Accordingly,
notwithstanding  the possibility of management assistance to the Target Business
by  us,  there  can  be  no  assurance that the Target Business will prove to be
commercially  viable.

LIMITED  ABILITY  TO  EVALUATE  TARGET  BUSINESS'  MANAGEMENT.

     While  our  ability  to  successfully effect a Business Combination will be
dependent  upon  certain key personnel, the future role of such personnel in the
Target  Business cannot presently be stated with any certainty.  There can be no
assurance  that  current  management  will  remain associated in any operational
capacity with the Company following a Business Combination.  Moreover, there can
be  no  assurances that current management will have any experience or knowledge
relating  to  the  operations  of  the  particular Target Business. Furthermore,
although  we intend to closely scrutinize the management of a prospective Target
Business  in connection with evaluating the desirability of effecting a Business
Combination,  there  can be no assurances that our assessment of such management
will  prove  to  be  correct.

     Accordingly,  we  will  be  dependent, in some significant respects, on the
ability  of  the  management  of the Target Businesses as of the date hereof. In
addition,  there  can be no assurances that such future management will have the
necessary skills, qualifications or abilities to manage a public company. We may
also  seek to recruit additional managers to supplement the incumbent management
of the Target Business. There can be no assurances that we will have the ability
to  recruit such additional managers, or that such additional managers will have
the  requisite  skill, knowledge or experience necessary or desirable to enhance
the  incumbent  management.

SELECTION  OF  A  TARGET  BUSINESS  AND  STRUCTURING  OF A BUSINESS COMBINATION.

     We  anticipate  that the selection of a Target Business will be complex and
risky  because of competition for such business opportunities among all segments
of  the  financial  community. The nature of our search for the acquisition of a
Target  Business requires maximum flexibility inasmuch as we will be required to
consider  various factors and circumstances which may preclude meaningful direct
comparison  among  the  various  business  enterprises,  products  or  services
investigated.  We  have  virtually  unrestricted  flexibility in identifying and
selecting  a  prospective Target Business.   In addition, in evaluating a Target
Business,  management  will  consider, among other factors, the following, which
are  not  listed  in  any  particular  order.

-    financial  condition  and  results  of  operation  of  the Target Business;

-    growth potential and projected financial performance of the Target Business
     and  the  industry  in  which  it  operates;

-    experience and skill of management and availability of additional personnel
     of  the  Target  Business;

-    capital  requirements  of  the  Target  Business;

-    the  availability  of a transaction exemption from registration pursuant to
     the  Securities  Act  for  the  Business  Combination;

-    the  location  of  the  Target  Business;

-    competitive  position  of  the  Target  Business;

-    stage  of  development  of  the  product,  process or service of the Target
     Business;

-    degree of current or potential market acceptance of the product, process or
     service  of  the  Target  Business;

-    possible proprietary features and possible other protection of the product,
     process  or  service  of  the  Target  Business;

-    regulatory  environment  of  the  industry  in  which  the  Target Business
     operates;

-    costs  associated  with  effecting  the  Business  Combination;  and

-    equity  interest  in  and  possible  management participation in the Target
     Business.

     The  foregoing  criteria  are not intended to be exhaustive; any evaluation
relating  to  the  merits of a particular Business Combination will be based, to
the extent relevant, on the above factors as well as other considerations deemed
relevant  by  us  in connection with effecting a Business Combination consistent
with  our  business  objective.  In  many  instances, it is anticipated that the
historical  operations of a Target Business may not necessarily be indicative of
the  potential  for  the  future because of the possible need to shift marketing
approaches  substantially, expand significantly, change product emphasis, change
or  substantially  augment  management,  or  make  other  changes.

     In  connection  with  our  evaluation  of  a  prospective  Target Business,
management  anticipates  that  it will conduct a due diligence review which will
encompass, among other things, meetings with incumbent management and inspection
of facilities, as well as review of financial or other information which will be
made  available  to  us.  The  time  and costs required to select and evaluate a
Target  Business  (including conducting a due diligence review) and to structure
and  consummate  the  Business  Combination  (including  negotiating  relevant
agreements  and  preparing requisite documents for filing pursuant to applicable
securities  laws  and state "blue sky" and corporation laws) cannot presently be
ascertained  with  any  degree  of  certainty.

     However,  management  will  devote  such  time  as  they  deem  reasonably
necessary,  to  carry out the business and affairs of the Company, including the
evaluation  of  potential  Target  Businesses  and the negotiation of a Business
Combination  and,  as  a  result, the amount of time devoted to our business and
affairs  may  vary  significantly depending upon, among other things, whether we
have  identified  a  Target  Business or are engaged in active negotiations of a
Business  Combination.  Any costs incurred in connection with the identification
and  evaluation  of  a  prospective  Target  Business  with  which  a  Business
Combination  is  not ultimately consummated will result in a loss to the Company
and  reduce  the  amount  of  capital available to otherwise complete a Business
Combination or for the resulting entity to utilize.  In the event we deplete our
cash reserves, we might be forced to cease operations and a Business Combination
might  not  occur.

     We  anticipate  that we will locate and make contact with Target Businesses
primarily  through  the  reputation  and  efforts  of  management, who will meet
personally  with  existing  management  and  key  personnel,  visit  and inspect
material  facilities, assets, products and services belonging to such prospects,
and  undertake  such  further reasonable investigation as they deem appropriate.
Management  has  a  network  of  business contacts and believes that prospective
Target  Businesses  will  be  referred  to the Company through these networks of
contacts.

     We  also  expect that many prospective Target Businesses will be brought to
our  attention  from  various other non-affiliated sources, including securities
broker-dealers,  investment  bankers,  venture  capitalists,  bankers, and other
members  of  the  financial community. Although there are no current plans to do
so,  we may engage the services of professional firms that specialize in finding
business  acquisitions  and  pay  a finder's fee or other compensation. Since we
have  no  current plans to utilize any outside consultants or advisors to assist
in  a  Business Combination, no policies have been adopted regarding use of such
consultants  or  advisors, the criteria to be used in selecting such consultants
or  advisors, the services to be provided, the term of service, or regarding the
total  amount  of  fees  that  may  be  paid.  However,  because  of our limited
resources, it is likely that any such fee we agree to pay would be paid in stock
and  not  in  cash.  In no event will we pay a finder's fee or commission to any
officer  or  director  or  to any entity with which they are affiliated for such
service.

     As  a  general  rule,  Federal  and  state  tax laws and regulations have a
significant  impact  upon  the  structuring  of  business  combinations. We will
evaluate  the  possible tax consequences of any prospective Business Combination
and  will endeavor to structure a Business Combination so as to achieve the most
favorable  tax  treatment  for  us,  the  Target  Business  and their respective
stockholders.  There  can  be  no assurance that the Internal Revenue Service or
relevant  state tax authorities will ultimately assent to our tax treatment of a
particular  consummated  Business  Combination.

     To  the  extent  the  Internal  Revenue  Service  or any relevant state tax
authorities  ultimately  prevail  in  recharacterizing  the  tax  treatment of a
Business  Combination,  there  may be adverse tax consequences to us, the Target
Business  and their respective stockholders. Tax considerations as well as other
relevant  factors  will  be  valuated  in determining the precise structure of a
particular  Business  Combination, which could be effected through various forms
of  a  merger,  consolidation  or  stock  or  asset  acquisition.

     There  are currently no limitations relating to our ability to borrow funds
to  increase  the  amount  of  capital  available  to  us  to  effect a Business
Combination or otherwise finance the operations of the Target Business. However,
our  limited resources and lack of operating history could make it difficult for
us  to  borrow additional funds from other sources. The amount and nature of any
borrowings  by  us will depend on numerous considerations, including our capital
requirements,  potential lenders' evaluation of our ability to meet debt service
on  borrowings  and  the then prevailing conditions in the financial markets, as
well  as  general  economic conditions. We do not have any arrangements with any
bank or financial institution to secure additional financing and there can be no
assurance  that  such  arrangements  if  required  or otherwise sought, would be
available  on  terms commercially acceptable or otherwise in our best interests.
Our  inability  to  borrow  funds  required  to  effect or facilitate a Business
Combination,  or  to  provide funds for an additional infusion of capital into a
Target  Business,  may have a material adverse effect on our financial condition
and future prospects, including the ability to effect a Business Combination. To
the extent that debt financing ultimately proves to be available, any borrowings
may  subject  us  to  various  risks traditionally associated with indebtedness,
including the risks of interest rate fluctuations and insufficiency of cash flow
to  pay principal and interest.  Furthermore, a Target Business may have already
incurred  debt  financing  and,  therefore,  all  the  risks  inherent  thereto.

     If our securities are issued as part of an acquisition, such securities are
required to be issued either in reliance upon exemptions from registration under
applicable  federal  or  state  securities  laws  or  registered  for  public
distribution.  We  intend  to  primarily  target  only  those companies where an
exemption  from registration would be available; however, since the structure of
the  Business  Combination  has  yet to be determined, no assurances can be made
that  we  will  be  able  to rely on such exemptions. Registration of securities
typically  requires significant costs and time delays are typically encountered.

     Due  to  our small size and limited amount of capital, our ability to raise
additional  capital if and when needed could be constrained.  Until such time as
any  enterprise,  product  or  service  which  we  acquire  generates  revenues
sufficient  to  cover  operating  costs,  it  is  conceivable that we could find
ourselves  in  a  situation where it needs additional funds in order to continue
our  operations.  This  need  could arise at a time when we are unable to borrow
funds and when market acceptance for the sale of additional shares of our Common
Stock  does  not  exist.

COMPETITION

     We  expect  to  encounter  intense competition from other entities having a
business  objective similar to ours. Many of these entities are well-established
and  have  extensive  experience  in  connection  with identifying and effecting
business combinations directly or through affiliates.  Many of these competitors
possess  greater  financial, marketing, technical, personnel and other resources
than  us and there can be no assurances that we will have the ability to compete
successfully. Our financial resources will be extremely limited in comparison to
those  of  many  of  our competitors. This inherent competitive limitation could
compel  us  to  select  certain less attractive Target Businesses for a Business
Combination.  There can be no assurances that such Target Businesses will permit
us to meet our stated business objective. Management believes, however, that our
status  as  a reporting public entity could give us a competitive advantage over
privately held entities having a similar business objective to ours in acquiring
a  Target  Business  with  significant  growth  potential  on  favorable  terms.

     We  report  that  we  have  never  been  the  subject  of any bankruptcy or
receivership.

CONTROLS  AND  PROCEDURES

(a)  On  December  31,  2003,  our  Chief  Executive Officer and Chief Financial
     Officer  made  an  evaluation of our disclosure controls and procedures. In
     our  opinion,  the  disclosure controls and procedures are adequate because
     the  systems of controls and procedures are designed to assure, among other
     items,  that  1) recorded transactions are valid; 2) valid transactions are
     recorded; and 3) transactions are recorded in the proper period in a timely
     manner  to  produce financial statements which present fairly the financial
     condition,  results of operations and cash flows for the respective periods
     being  presented.  Moreover,  the evaluation did not reveal any significant
     deficiencies  or  material  weaknesses  in  our  disclosure  controls  and
     procedures.

(b)  There have been no significant changes in our internal controls or in other
     factors  that  could  significantly  affect  these  controls since the last
     evaluation.

REPORTS  TO  SECURITY  HOLDERS.

     We  file  quarterly,  annual  and  other  reports  with  the Securities and
Exchange  Commission.  Our annual report contains the required audited financial
statements.  We are not required to deliver an annual report to security holders
and  will  not  voluntarily  deliver a copy of the annual report to the security
holders.  The  reports  and  other information filed by us will be available for
inspection and copying at the public reference facilities of the Commission, 450
Fifth  Street,  N.W.,  Washington,  D.C.  20549.

     Copies  of  such material may be obtained by mail from the Public Reference
Section  of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates.  Information on the operation of the Public Reference Room may
be  obtained  by  calling the SEC at 1-800-SEC-0330. In addition, the Commission
maintains  a  World  Wide  Website  on  the  Internet at http://www.sec.gov that
contains  reports,  proxy  and  information  statements  and  other  information
regarding  registrants  that  file  electronically  with  the  Commission.

Item  2.  Properties

     Xenicent  maintains  offices  in the United States at P.O. Box 243, Chimney
Rock,  North  Carolina  28720.

Item  3.  Legal  Proceedings

     The  Company  is  not a party to any legal proceedings, nor, to the best of
its  knowledge,  is  any  such  proceedings  threatened  or  contemplated.

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

No  matter  was  submitted  to  a  vote  during  the  fourth  quarter.

                                     PART II
                                     -------

Item  5.  Market  for  the Registrant's Common Stock and Related Security Holder
          Matters

(a)  Our common stock is currently quoted on the Over-the-Counter Bulletin Board
     (OTC  BB)  under  the  ticker  symbol  "XCEN."  The OTC BB is an electronic
     quotation system whereby market participants (licensed broker/dealers) make
     markets and execute trades in their sponsored securities. Our Company began
     trading  on  the  OTC  BB  in  July  of  2001.

     The  following quotations were provided by the OTC BB, and do not represent
actual  transactions;  these quotations do not reflect dealer markups, markdowns
or  commissions.

     STOCK  QUOTATIONS

     CLOSING  BIDS

Period:                    High             Low
                          ------          ------

 1/1/02  to   3/31/02     $ 1.20          $  .92
 4/1/02  to   6/30/02     $  .90          $  .30
 7/1/02  to   9/30/02     $  .39          $  .14
10/1/02  to  12/31/02     $  .50          $  .10
 1/1/03  to   3/31/03     $  .11          $  .55
 4/1/03  to   6/30/03     $  .09          $  .80
 7/1/03  to   9/30/03     $  .33          $  .72
10/1/02  to  12/31/03     $  .18          $  .49

(b)  Holders.

     The approximate number of record holders of Xenicent's securities as of the
date  of  this  report  is  approximately  175.

(c)  Dividends.

Dividends

     We  have  not  declared  any  cash  dividends on our common stock since our
inception and do not anticipate paying such dividends in the foreseeable future.
We  plan to retain any future earnings for use in our business. Any decisions as
to  future  payment  of  dividends  will  depend  on  our earnings and financial
position  and  such  other  factors,  as  the Board of Directors deems relevant.

Dividend Policy

     All  shares  of  common stock are entitled to participate proportionally in
dividends  if  our  Board  of  Directors  declares them out of the funds legally
available. These dividends may be paid in cash, property or additional shares of
common  stock.  We have not paid any dividends since our inception and presently
anticipate  that  all  earnings, if any, will be retained for development of our
business.  Any  future  dividends  will  be  at  the  discretion of our Board of
Directors  and  will  depend  upon,  among  other  things,  our future earnings,
operating  and  financial  condition,  capital  requirements, and other factors.

     Our Shares are "Penny Stocks" within the Meaning of the Securities Exchange
Act  of  1934

     Our  Shares  are  "penny  stocks"  within  the  definition  of that term as
contained  in  the  Securities Exchange Act of 1934, generally equity securities
with  a  price of less than $5.00. Our shares will then be subject to rules that
impose  sales practice and disclosure requirements on certain broker-dealers who
engage  in  certain  transactions  involving  a  penny  stock.

     Under  the  penny stock regulations, a broker-dealer selling penny stock to
anyone  other  than an established customer or "accredited investor" must make a
special  suitability  determination  for  the  purchaser  and  must  receive the
purchaser's  written  consent  to  the transaction prior to the sale, unless the
broker-dealer  is otherwise exempt. Generally, an individual with a net worth in
excess  of  $1,000,000  or  annual  income  exceeding  $200,000  individually or
$300,000  together  with his or her spouse is considered an accredited investor.
In  addition,  unless  the broker-dealer or the transaction is otherwise exempt,
the  penny  stock regulations require the broker-dealer to deliver, prior to any
transaction  involving  a  penny  stock,  a  disclosure schedule prepared by the
Securities  and  Exchange  Commission  relating  to  the  penny  stock market. A
broker-dealer  is  also  required  to  disclose  commissions  payable  to  the
broker-dealer  and  the  Registered  Representative  and  current  bid and offer
quotations  for  the securities. In addition a broker-dealer is required to send
monthly statements disclosing recent price information with respect to the penny
stock  held  in  a  customer's  account,  the  account's  value  and information
regarding  the limited market in penny stocks. As a result of these regulations,
the  ability  of  broker-dealers  to  sell  our  stock may affect the ability of
Selling  Security Holders or other holders to sell their shares in the secondary
market.  In  addition,  the  penny stock rules generally require that prior to a
transaction  in  a  penny  stock,  the  broker-dealer  make  a  special  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. These additional sales practice and disclosure requirements
could  impede  the  sale  of  our  securities, if our securities become publicly
traded. In addition, the liquidity for our securities may be adversely affected,
with  concomitant  adverse  affects  on the price our securities. Our shares may
someday  be  subject to such penny stock rules and our shareholders will, in all
likelihood,  find  it  difficult  to  sell  their  securities.

Item  6.  Management's  Discussion  and  Analysis

Selected Financial Data
-----------------------

For  the  year  ended  December  31,  2003  and  2002.

                                                        2002           2003
                                                     ----------     ----------

     Revenues                                        $  639,890     $      -0-

     Net  Loss                                         (538,700)      (216,409)
     Net  Loss  per  Common  Share                         (.06)          (.02)
     Weighted Average Common Shares Outstanding       9,501,000      2,083,567

At  December  31,  2003  and  2002

                                                        2002           2003
                                                     ----------     ----------

     Total  Assets                                   $  943,480     $    2,651
     Working  Capital  Deficit                          140,310       (113,960)
     Shareholders'  Equity                              115,514       (112,040)

No  dividends  have  been  declared  or  paid  during  the  period  presented.

Results of Operations
---------------------

     For the years ended December 31, 2003 and 2002.

Sales.

     There  were  no  sales  for  the  years  ended  December  31, 2003 or 2002.

Cost  of  Sales.

     There were no cost of sales for the years ended December 31, 2003 and 2002.

Expenses.

     Total  expenses  for  the  year  ended  December  31, 2003 were $166,341 as
compared  to $507,960 over the same period in 2002. This represented an increase
of $341,619. The decrease in total expenses was primarily due a reduction in the
number of common shares issued for services during the year, which were $105,500
and  $189,650  respectively.

     We expect decreases in expenses through the year 2004 as we move toward new
developments  in  our  business  plan.

Income  Taxes

     We  did  not  have any material income tax expense during 2003 and 2002. At
December  31,  2003,  we  had  net  deferred tax assets of approximately $72,000
resulting  from temporary tax differences and net operating losses. The deferred
tax  credit  was  reduced  by  a  valuation  allowance  of  the  same  amount

Income  /  Losses.

     Net loss for the year ended December 31, 2003 was $216,409 as compared to a
net  loss  of  $538,700  over the same period in 2002. The losses were primarily
attributable  to the loss from Giantek and for non-cash expenses associated with
issuing  stock  for  services.

Impact  of  Inflation.

     We  believe  that  inflation has had a negligible effect on operations over
the  past  three  years. We believe that it can offset inflationary increases in
the  cost  of  labor  by  increasing sales and improving operating efficiencies.

Liquidity  and  Capital  Resources.

     Cash  flows  generated  by operations were a positive $740,018 for the year
ended  December 31, 2003 as compared with a negative $268,927 in the same period
in 2002. Positive cash flows from operations in 2003 were primarily attributable
to  discontinued  operations.  Negative  cash  flows from operation in 2002 were
primarily  attributable  to  our  loss  from operations, partially offset by the
$189,650  from  common  stock issued for services and $144,500 from an inventory
write-down.

     Cash  flows  from  investing  activities for 2003 were a negative $114,795,
primarily  attributable  to  discontinued  operations.

     Cash  flows  used  in financing activities were $745,462 for the year ended
December  31,  2003  as  compared  with  $309,682  cash generated from financing
activities  over  the  same  period in 2002. The cash used in 2003 was primarily
attributable  to  discontinued  operations.  Cash  flows provided from financing
activities  in  2003  were  $32,200,  primarily  attributable to a loan from Mr.
Bennett,  President of the Company. Mr. Bennett's stockholder loan is unsecured,
due  on  demand and bears interest at 6% per annum. The stockholder loan balance
was  $73,659  at  December  31,  2003.

     Overall,  we have funded our cash needs from inception through December 31,
2003  with  a  series  of  debt  and equity transactions, primarily with related
parties.  If  we are unable to receive additional cash from our related parties,
we  may  need  to  rely on financing from outside sources through debt or equity
transactions.  Our  related  parties are under no legal obligation to provide us
with  capital  infusions. Failure to obtain such financing could have a material
adverse  effect  on  operations  and  financial  condition.

     We had cash on hand of $731 and a working capital deficit of $113,960 as of
December  31, 2003. As of December 31, 2002, we had cash on hand of $120,970 and
working  capital  of  $140,310.

Liquid  Market

     There is currently a limited trading market for our shares of Common Stock,
and  there  can be no assurance that a more substantial market will ever develop
or  be  maintained. Any market price for our shares of common stock is likely to
be very volatile, and numerous factors beyond our control may have a significant
adverse  effect.  In addition, the stock markets generally have experienced, and
continue  to  experience,  extreme  price  and  volume  fluctuations  which have
affected  the  market price of many small capital companies and which have often
been  unrelated  to  the  operating  performance of these companies. These broad
market  fluctuations,  as well as general economic and political conditions, may
also adversely affect the market price of our common stock. Further, there is no
correlation between the present limited market price of our common stock and our
revenues, book value, assets or other established criteria of value. The present
limited  quotations  of  our common stock should not be considered indicative of
the  actual  value  of  our  common  stock.

Dividends

     We  have  not  paid  any  cash dividends to date and does not anticipate or
contemplate paying cash dividends in the foreseeable future until earnings would
generate  funds  in excess of those required to provide for our growth needs. We
currently  intend  to  retain  any  future  earnings to fund the development and
growth  of  its  business.

Impact  of  Inflation

     We  believe  that  inflation has had a negligible effect on operations over
the  past two years. We believe that it can offset inflationary increases in the
cost  of  labor  by  increasing  sales  and  improving  operating  efficiencies.

Critical Accounting Policies (FR-60)

     Revenue  recognition  is  a  critical  accounting  policy  of ours since it
represents  the majority of our entire financial statements taken as a whole. It
is  also  important  in light of the Staff Accounting Bulletins published by the
Securities  and  Exchange  Commission  the  past  few  years.

Going  Concern.

     As  indicated  in  our  accompanying  financial  statement, our independent
auditors  have expressed doubt as to whether we can continue as a going concern.

Item  7.  Financial  Statements


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


To  the  Board  of  Directors  and  Shareholders  of  Xenicent,  Inc.


We  have audited the accompanying balance sheet of Xenicent, Inc. as of December
31,  2003  and  the related statements of operations, stockholders' deficit, and
cash  flows  for  the  years  ended  December 31, 2003 and 2002. These financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

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

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects, the financial position of Xenicent, Inc. as of December
31,  2003,  and  the  results of its operations and its cash flows for the years
ended  December  31,  2003  and  2002  in  conformity with accounting principles
generally  accepted  in  the  United  States  of  America.

The  accompanying  financial  statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note D, notes to the financial
statements,  the  Company has mutually rescinded it's share of ownership in it's
subsidiary.  As  a  result  of  this  rescission,  the  Company has no assets or
operations.  This  raises  substantial  doubt about its ability to continue as a
going  concern.  Management's  plans in regard to these matters are described in
Note  D.  The  financial  statements  do  not include any adjustments that might
result  from  the  outcome  of  these  risks  and  uncertainties.


/s/ Perrella & Associates, P.A.
-------------------------------
Perrella & Associates, P.A.
Pompano Beach, Florida
May 12, 2004
<PAGE>



<TABLE>
<CAPTION>

                                 XENICENT, INC.
                                  BALANCE SHEET
                                DECEMBER 31, 2003
===============================================================================
<S>                                                                <C>

                                     ASSETS
                                     ------

CURRENT ASSETS:
   Cash                                                            $        731
                                                                   ------------
      TOTAL CURRENT ASSETS                                                  731
                                                                   ------------

PROPERTY, PLANT AND EQUIPMENT:
   Property and equipment, net of accumulated
   depreciation of $7,280                                                 1,920
                                                                   ------------


      TOTAL ASSETS                                                 $      2,651
                                                                   ============


                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------

CURRENT LIABILITIES:
   Accounts payable                                                      41,032
   Loan payable to stockholder                                           73,659
                                                                   ------------
      TOTAL CURRENT LIABILITIES                                         114,691
                                                                   ------------


STOCKHOLDERS' DEFICIT:
   Preferred stock ($.001 par value, 5,000,000
   shares authorized: none issued and outstanding)                            -
   Common stock ($.001 par value, 50,000,000
   shares authorized: 2,112,400 issued and outstanding)                   2,112
   Common stock to be returned ($.001 par value,
   80,000 common shares)                                                    (80)
   Additional paid-in-capital                                         1,124,360
   Accumulated deficit                                               (1,238,432)
                                                                   ------------
      TOTAL STOCKHOLDERS' DEFICIT                                      (112,040)
                                                                   ------------

      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                  $      2,651
                                                                   ============


    The accompanying notes are an integral part of these financial statements

</TABLE>


<TABLE>
<CAPTION>

                                 XENICENT, INC.
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
===============================================================================

                                                      2003              2002
                                                   ----------        ----------
<S>                                                <C>               <C>

REVENUE AND COST OF SALES:
   Sales                                           $        -        $        -
   Cost of sales                                            -                 -
                                                   ----------        ----------
   Gross Profit                                             -                 -
                                                   ----------        ----------

OPERATING EXPENSES:

   Selling, general and administrative                166,341           245,386
                                                   ----------        ----------
      TOTAL EXPENSES                                  166,341           245,386
                                                   ----------        ----------

      OPERATING LOSS                                 (166,341)         (245,386)
                                                   ----------        ----------

OTHER  INCOME (EXPENSE):
   Interest expense                                    (3,203)           (1,179)
   Loss from  impairment of non-marketable
   Securities                                         (76,000)         (179,000)
                                                   ----------        ----------
      TOTAL OTHER (EXPENSE)                           (79,203)         (180,179)
                                                   ----------        ----------

      NET LOSS FROM CONTINUING OPERATIONS            (245,544)         (425,565)
                                                   ----------        ----------

DISCONTINUED OPERATIONS
   Income (loss) from discontinued operations          29,135          (113,135)
                                                   ----------        ----------

      NET LOSS                                     $ (216,409)       $ (538,700)
                                                   ==========        ==========


   Net loss from continuing operations                  (0.11)            (0.23)

   Net income  (loss) from discontinued operations       0.01             (0.06)
                                                   ----------        ----------
Basic & fully diluted loss per share                    (0.10)            (0.29)
                                                   ==========        ==========

Weighted average common shares outstanding          2,083,567         1,887,117
                                                   ==========        ==========




    The accompanying notes are an integral part of these financial statements

</TABLE>


<TABLE>
<CAPTION>

                                                     XENICENT, INC.
                                  STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
                                  FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
===============================================================================================================================

                               Preferred Stock,       Common Stock,        Common Stock
                                  $.001 Par            $0.001 Par         to be Returned
                               ----------------   ---------------------  ----------------  Additional
                                                                                           Paid-in      Accumulated
                               Shares    Amount     Shares      Amount    Shares   Amount  Capital      Deficit         Total
                               ------    ------   ----------   --------  --------  ------  ----------   -----------   ---------
<S>                            <C>       <C>      <C>          <C>       <C>       <C>     <C>          <C>           <C>

Balances, January 1, 2002           -         -    1,769,000      1,769         -       -     490,473      (483,323)      8,919

Common stock issued for
services received                   -         -       85,400         85         -       -     189,565             -     189,650

Common stock issued for
acquisitions                        -         -      182,000        182         -       -     498,818             -     499,000

Net loss                            -         -            -          -         -       -           -      (538,700)   (538,700)
                               ------    ------   ----------   --------  --------  ------  ----------   -----------   ---------

Balances, December 31, 2002         -         -    2,036,400      2,036         -       -   1,178,856    (1,022,023)    158,869

Common stock issued for
services received                   -         -       76,000         76         -       -     105,424             -     105,500

Shares to be returned due
to discontinued operations          -         -            -          -   (80,000)    (80)   (159,920)            -    (160,000)

Net loss                            -         -            -          -         -       -           -      (216,409)   (216,409)
                               ------    ------   ----------   --------  --------  ------  ----------   -----------   ---------

Balances, December 31, 2003         -         -    2,112,400      2,112   (80,000)    (80)  1,124.360    (1,238,432)   (112,040)
                               ======    ======   ==========   ========  ========  ======  ==========   ===========   =========




    The accompanying notes are an integral part of these financial statements


</TABLE>


<TABLE>
<CAPTION>

                                 XENICENT, INC.
                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
===============================================================================

                                                      2003              2002
                                                   ----------        ----------
<S>                                                <C>               <C>


CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                        $ (216,409)       $ (538,700)
   Adjustments to reconcile net loss to net
   cash used in operating activities:
      Depreciation                                      1,160             2,040
      Common stock issued for services                105,500           189,650
      Loss from asset impairment of
      non-marketable security                          76,000           179,000
      Increase (decrease) in operating liabilities:
         Accounts payable and accrued expenses         31,303             9,729
         Discontinued operations, net                 742,464          (110,646)
                                                   ----------        ----------
         NET CASH PROVIDED BY (USED IN)
         OPERATING ACTIVITIES                         740,018          (268,927)
                                                   ----------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Acquisitions of property, plant and equipment        2,400                 -
   Discontinued operations, net                      (117,195)          112,351
                                                   ----------        ----------
         NET CASH PROVIDED BY (USED IN)
         INVESTING ACTIVITIES                        (114,795)          112,351
                                                   ----------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from stockholder loans                     32,200            33,939
   Discontinued operations, net                      (777,662)          232,388
                                                   ----------        ----------
         NET CASH PROVIDED BY (USED IN)
         FINANCING ACTIVITIES                        (745,462)          266,327
                                                   ----------        ----------

         NET INCREASE (DECREASE) IN CASH AND
         CASH EQUIVALENTS                            (120,239)          109,751
                                                   ----------        ----------

CASH AND CASH EQUIVALENTS:
   Beginning of year                                  120,970            11,219
                                                   ----------        ----------

   End of period                                   $      731        $  120,970
                                                   ==========        ==========

SUPPLEMENTAL CASH FLOW DISCLOSURES AND NON-CASH
  INVESTING  INFORMATION:
   Common stock issued in connection
   with acquisitions                               $        -        $  499,000
                                                   ==========        ==========
   Common stock issued to employees for services   $   12,500        $   20,000
                                                   ==========        ==========
   Common stock issued to others for services      $   93,000        $  169,650
                                                   ==========        ==========
   Cash paid during the year for interest          $        -        $        -
                                                   ==========        ==========
   Cash paid during the year for income taxes      $        -        $        -
                                                   ==========        ==========

    The accompanying notes are an integral part of these financial statements



</TABLE>



NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

Organization  - Xenicent, Inc. (the "Company"), a holding company, was organized
------------
under  the  laws  of  the  State  of  North  Carolina  on  July  20,  1996.

In  2002, the Company purchased sixty percent of Giantek Technology Corporation,
("Giantek"),  a  corporation  formed  according  to  the laws of the Republic of
China.  In  December  2003,  the  share exchange agreement for this purchase was
mutually  rescinded  see  Note  D.

Cash  and  Cash  Equivalents  - For purposes of the Statement of Cash Flows, the
----------------------------
Company  considers  liquid investments with an original maturity of three months
or  less  to  be  cash  equivalents.

Property  and  equipment  -  Property  and  equipment  is  stated  at  cost less
------------------------
accumulated  depreciation.  Expenditures that would increase the value or extend
the  useful  life  of  property  and equipment are capitalized.  Depreciation is
provided  on a straight-line basis over the estimated useful life of the assets.

Impairment of Long-Lived Assets -The Company evaluates the recoverability of its
-------------------------------
property  and  equipment  and  other  assets  in  accordance  with  Statement of
Financial  Accounting  Standards  No.144,  "Accounting  for  the  Impairment  or
Disposal  of  Long-Lived  Assets"("SFAS 144").  SFAS 144 requires recognition of
impairment  of  long-lived assets in the event the net book value of such assets
exceeds the estimated future undiscounted cash flows attributable to such assets
or  the  business  to  which such assets relate.  SFAS 144 excludes goodwill and
intangible  assets.  When  an  asset  exceeds  its  expected  cash  flows, it is
considered to be impaired and is written down to fair value, which is determined
based  on either discounted future cash flows or appraised values.   The Company
adopted the statement on January 1, 2002.  No impairments were recognized during
the  year  ended  December  31,  2003  and  2002.

Advertising  Costs  - Advertising costs are expensed as incurred.  There were no
------------------
expenses  incurred  relating  to advertising during the years ended December 31,
2003  and  2002.

Income  Taxes  -  Income  taxes  are  provided  in  accordance with Statement of
-------------
Financial  Accounting  Standards  No. 109 (SFAS No. 109), "Accounting for Income
Taxes."  A  deferred  tax  asset  or  liability  is  recorded  for all temporary
differences  between  financial  and  tax  reporting  and  net  operating
loss-carryforwards.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that, some portion or all of the deferred
tax asset will not be realized. Deferred tax assets and liabilities are adjusted
for  the  effect  of  changes  in  tax  laws and rates on the date of enactment.


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------------------

Loss  per  Share  -  Statement  of  Financial  Accounting Standard (SFAS) No.128
----------------
requires  dual  presentation of basic and diluted earnings loss per share with a
reconciliation  of  the  numerator  and  denominator  of  the  loss  per  share
computations.  Basic  earnings  per  share  amounts  are
based on the weighted average shares of common stock outstanding. If applicable,
diluted earnings per share would assume the conversion, exercise, or issuance of
all potential common stock instruments such as options, warrants and convertible
securities,  unless  the  effect  is  to  reduce a loss or increase earnings per
share. There were no adjustments required to net loss for the years presented in
the  computation  of  diluted  earnings  per  share.

Management's  Use  of  Estimates  -  The  preparation of financial statements in
--------------------------------
conformity  with  accounting  principles generally accepted in the United States
requires  management  to make estimates and assumptions that affect the reported
amounts  of  assets  and  liabilities,  disclosures  of  contingent  assets  and
liabilities  at  the  date  of  financial statements and the reported amounts of
revenues  and  expenses during the reporting period. Actual results could differ
from  those  estimates.

Recent  Accounting  Pronouncements   -  In  June  2001, the Financial Accounting
----------------------------------
Standards  Board  issued  Statement  of  Financial  Accounting  Standards (SFAS)
No.143,  "Accounting  for  Asset  Retirement  Obligations"  which  addresses the
accounting  and  reporting  for  obligations  associated  with the retirement of
tangible  long-lived  assets  and  the associated retirement costs. SFAS No. 143
requires  that  the fair value of a liability for an asset retirement obligation
be  recognized in the period in which it is incurred if a reasonable estimate of
fair  value  cannot  be made. SFAS No. 143 is effective for financial statements
issued  for  fiscal  years  beginning  after June 15, 2002. The Company does not
expect SFAS No. 143 to have a material effect on its financial condition or cash
flows.

In  April  of  2002,  Statement of Financial Accounting Standards (SFAS) No. 145
was issued, which rescinded SFAS Statements No. 4, 44 and 64, amended No. 13 and
contained technical corrections.  As a result of SFAS 145, gains and losses from
extinguishments  of  debt will be classified as extraordinary items only if they
meet  the  criteria  in APB Opinion No. 30, that they are unusual and infrequent
and  not  part of an entity's recurring operations.  The Company does not expect
SFAS No. 145 to have a material effect on its financial condition or cash flows.
The  Company  will  adopt  SFAS  145  on  January  1,  2004.

In  July  2002,  the  FASB  issued  SFAS 146, which addresses significant issues
regarding  the  recognition,  measurement,  and  reporting  of  costs  that  are
associated with exit and disposal activities, including restructuring activities
that  are  currently  accounted  for  pursuant to the guidance that the Emerging
Issues  Task  Force  ("EITF")  has  set forth in EITF Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity  (Including  Certain  Costs  Incurred  in  a Restructuring)".  SFAS 146
revises  the  accounting  for  certain  lease  termination  costs  and  employee
termination  benefits,  which  are  generally  recognized  in  connection  with
restructuring  charges.  The  provisions  of  SFAS 146 are effective for exit or
disposal  activities  that  are  initiated  after  December  31,  2002.  The


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------------------

Company does not expect SFAS 146 to have an impact its financial statements once
adopted  on  January  1,  2004.

In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest
Entities". FIN No. 46 requires the consolidation of entities that cannot finance
their  activities  without  the  support  of other parties and that lack certain
characteristics of a controlling interest, such as the ability to make decisions
about  the  entity's  activities via voting rights or similar rights. The entity
that consolidates the variable interest entity is the primary beneficiary of the
entity's  activities.  FIN  No.  46  applies  immediately  to  variable interest
entities created after January 31, 2003, and must be applied in the first period
beginning  after  June  15,2003  for  entities  in  which  an enterprise holds a
variable  interest  entity that it acquired before February 1, 2003. The Company
plans  to  adopt  this  Interpretation  in  the  first  quarter  of fiscal 2004.

In  January  2003,  the  EITF released Issue No. 00-21, ("EITF 00-21"), "Revenue
Arrangements  with  Multiple Deliveries", which addressed certain aspects of the
accounting  by  a  vendor  for  arrangement under which it will perform multiple
revenue-generating  activities.  Specifically,  EITF  00-21 addresses whether an
arrangement  contains  more  than one unit of accounting and the measurement and
allocation to the separate units of accounting in the arrangement. EITF 00-21 is
effective  for  revenue  arrangements  entered  into in fiscal periods beginning
after  June  15,  2003. The adoption of this standard will not have an impact on
the  Company's  financial  statements.

In  May  2003,  the  FASB  issued  SFAS  No. 149, "Amendment of Statement 133 on
Derivative  Instruments  and  Hedging  Activities."  SFAS  No.  149  amends  and
clarifies  accounting  for  derivative instruments, including certain derivative
instruments  embedded  in other contracts, and for hedging activities under SFAS
No.  133. SFAS No. 149 is effective for contracts entered into or modified after
June  30, 2003 and for hedging relationships designated after June 30, 2003. The
Company  does  not  believe  that  there  will  be  any  impact on its financial
statements.

In  May  2003,  the  FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments  with  Characteristics of both Liabilities and Equity." SFAS No. 150
establishes  standards  for how companies classify and measure certain financial
instruments  with  characteristics  of  both liabilities and equity. It requires
companies  to  classify  a  financial  instrument  that is within its scope as a
liability  (or  an  asset  in some circumstances). SFAS No. 150 is effective for
financial  instruments entered into or modified after May 31, 2003. The standard
will  not  impact  the  Company's  financial  statements.


NOTE  B  -  ACQUISITIONS
------------------------

On June 27, 2002, the Company acquired sixty percent (60%) of Giantek Technology
Corporation,  a  corporation formed under the laws of the Republic of China that
manufactures
light emitting diode (LED) display systems. The Company issued 122,000 shares of
it  common  stock in exchange for the 60% interest in Giantek's assets under the
terms  of a share exchange agreement.  A summary of the costs of the acquisition
is  as  follows:

     Common  stock  issued                              $    244,000
     Assumption  of  Giantek  liabilities                    794,692
                                                        ------------
                                                        $  1,038,692
                                                        ============


The  transaction  was accounted for as a purchase.  Accordingly, the assets were
allocated  as  follows:

     Cash                                               $     42,759
                                                        ------------
     Inventories                                             635,533
     Accounts  Receivable                                    268,015
     Property,  Plant  &  equipment                          474,783
     Other  Assets                                           142,162
     Less  Minority  Interest                               (524,560)
                                                        ------------
                                                        $  1,038,692
                                                        ============


The  following  pro forma results of operations (unaudited) which follow, assume
that  the  Giantek acquisition of assets and business had occurred as of January
1,  2002.  The  per share data reflects the shares issued in connection with the
acquisition.

                                                            2002
                                                        ------------

     Revenue                                            $  1,063,797

     Net  Income  (loss)  after  minority  interest     $   (412,112)

     Net  Income  (loss)  per  share                    $      (0.20)


These  pro  forma  operations may not be indicative of the results that actually
would  have  occurred if the purchase had been in effect at the beginning of the
periods,  or  of  results  which  may  be  obtained  in  the  future.

On  June  3,  2002,  the  Company  entered  into a Share Exchange Agreement with
Traderight Corporation ("Traderight"), a Florida corporation, to acquire 500,000
shares  of  Traderight  stock in exchange for 60,000 shares of Xenicent's common
stock.  Xenicent's  stock  was  trading  at  $0.85  per  share  on  the  date of
acquisition  therefore,  the  cost  basis  for  this investment is $255,000. The
investment  was  made  in  anticipation  that  Traderight  would


NOTE  B  -  ACQUISITIONS  (CONTINUED)
-------------------------------------

offer  its  stock  to the public in an initial public offering. The certainty of
this  offering  of  Traderight  stock  is not determinable by the Company.  As a
result,  an impairment of the asset value has been recorded in December 31, 2003
and  2002,  in  the  amount  of  $76,000  and  $179,000,  respectively.


NOTE  C  -  DISCONTINUED  OPERATIONS
------------------------------------

Effective  December  30,  2003,  the  Company and Giantek mutually rescinded the
share  exchange agreement for the acquisition of 60% of Giantek (See Note B). As
part  of the rescission agreement, the Company gave back the sixty percent (60%)
interest in Giantek in exchange for 80,000 shares of the Company's common stock.
Giantek  is  to  retain  30,000 shares of the Company's common stock pre-reverse
stock  split (See Note H) for 2003 services. The Company issued 12,000 shares of
common  stock  as  a  finder's  fee  in  June  2002.  The  fair  value  of these
transactions,  $84,000, was expensed as a result of the discontinued operations.
The income (loss) from discontinued operations at December 31, 2002 and 2003 are
as  follows:

     Revenues  and  expenses  2002:

     Revenues  from  subsidiary  -  2002                $    383,934

     Operating  expenses  -  2002                           (497,069)
                                                        ------------

     Net loss from discontinued operations - 2002       $    113,135

     Common  stock  issued  for  services
     related  to  discontinued  operations                   (84,000)
                                                        ------------

     Net gain from discontinued operations - 2003       $     29,135
                                                        ============

As  a  result  of  the  rescission, Giantek will return  80,000 shares of common
stock  subsequent  to  December  31,  2003.  These  shares  have a fair value of
$160,000.


NOTE  D  -  GOING  CONCERN  AND  UNCERTAINTY
--------------------------------------------
As  reflected  in  Note  C,  the  Company  has  mutually rescinded it's share of
ownership  in  Giantek  in  December  2003.  As a result of this rescission, the
Company  has  no  assets or operations.  This raises substantial doubt about its
ability  to continue as a going concern.  The ability of the Company to continue
as  a  going  concern  is dependent on the Company's ability to raise additional
capital and implement a plan for reorganization and merger as discussion in Note
H.  The  financial  statements  do  not  include  any  adjustments that might be
necessary  if  the  Company  is  unable  to  continue  as  a  going  concern.

Management  believes  that action presently being taken to merge the Company and
obtain  additional  funding provides the opportunity for the Company to continue
as  a  going  concern.


NOTE  E  -  EQUITY
------------------

During  the  years  ended December 31, 2003 and 2002, the Company issued  76,000
and  85,400,  respectively,  shares  of  its  common  stock  professionals  and
consultants for services received. The stock was valued at the fair value at the
time  of  issuance,  yielding  an  aggregate  value  of  $105,500  and $189,650,
respectively.   Included  in those shares for each of the years presented in the
financial  statements,  the  Company  issued  10,000  shares of its common stock
pursuant  to  the 2003 compensatory plan for Giantek's employees.  The stock was
expensed at a fair value of $12,500 and $20,000, for December 31, 2003 and 2002,
respectively.

During  the  year  ended December 31, 2002, the Company issued 122,000 shares of
its common stock in connection with its acquisition of 60% of Giantek. The stock
was  valued  at  the  fair  value at the time of issuance, yielding an aggregate
value  of  $244,000.

During  the  year  ended December 31, 2002, the Company issued  60,000 shares of
its  common  stock  in  connection  with  its  acquisition  of 500,000 shares of
Traderight  Corporation,  a  licensed  securities  broker-dealer.  The stock was
valued at the fair value at the time of issuance, yielding an aggregate value of
$255,000.

During  the  year  ended December 31, 2003, the Company's Board of Directors has
authorized  options  to purchase  20,000 shares of the Company's common stock at
$.85.  However,  to  date  no  options  have  been  issued.


NOTE F - INCOME TAXES
---------------------

Deferred  income  tax  assets  for 2003 and 2002 reflect the impact of temporary
differences  between  assets  and liabilities for financial statement and income
tax  purposes.  The  difference  primarily  relates  to  net  operating  losses,
allowance  for  inventory  devaluation, and investment tax credits.  A valuation
allowance has been recorded due to the uncertainty of realizing the net deferred
tax  asset.

The following are temporary differences that gave rise to deferred tax assets at
December  31,  2003:

     U.S. operating loss carryforward                   $     72,000
     Less valuation allowance                                (72,000)
                                                        ------------
                                                        $          -


The  Company  had  available  at  December  31,  2003,  a  net  operating  loss
carryforward  from  U.S.  operations  of  $180,000 that could be applied against
taxable  income  in  subsequent  years  through  December  31,  2017.


NOTE  G  -  RELATED  PARTY  TRANSACTIONS
----------------------------------------

The  loan  payable  to stockholder at December 31, 2003 consists of an unsecured
note payable to the Company's president. The note bears interest at a rate of 6%
per  annum  and  is  due  on  demand.


NOTE  H  -  SUBSEQUENT  EVENT
-----------------------------

On  March  22,  2004,  the  Company executed a Letter of Intent with Harbin Ping
Chun  Yao  Ye  Gu Fen You Xian Gong  Si,  a  corporation  organized and existing
under  the  laws  of  the  Peoples  Republic  of  China  ("Ping  Chun"),  which
contemplates  a  plan  of  exchange  pursuant to  which  the  Company will issue
70,000,000  new investment shares of common stock  to  the  shareholders of Ping
Chun  in  exchange for all of their shares of capital  stock  of Ping Chun. As a
result  of  the  exchange  transaction,  Ping Chun will  become  a  wholly-owned
subsidiary  of  the  Company,  and  the  Ping  Chun  Shareholders  will  control
approximately  96%  of  the  issued  and  outstanding  shares  of  the  Company.

The  Letter  of  Intent  states that it sets forth the terms and conditions upon
which  the Company and its Board of Directors and shareholders will enter into a
definitive  Plan  of  Exchange  with  Ping  Chun.  There  are no guarantees that
negotiations  will  lead to the execution of such a definitive Plan of Exchange,
or  that if a Plan of Exchange is executed, the conditions of closing for either
party  there under will be met and the exchange transaction will be consummated.

In  connection  with  the  proposed  Plan  of  Exchange  and  the reorganization
contemplated  thereby,  the  Board  of  Directors  of  the  Company on March 30,
2004,  adopted  a  resolution  approving  a five to one reverse split of  common
stock  to  holders  of  record  as  of  May 17,  2004.


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

None.

ITEM 8a.  Controls and Procedures

     Quarterly  Evaluation  of Controls.  As of the end of the period covered by
this  annual report on Form 10-KSB, we evaluated the effectiveness of the design
and  operation  of  (i)  our  disclosure  controls  and  procedures ("Disclosure
Controls"),  and  (ii)  our internal control over financial reporting ("Internal
Controls"). This evaluation ("Evaluation") was performed by our President, Chief
Executive  Officer,  ("CEO")  Duane Bennett, and Chief Financial Officer ("CFO")
Duane  Bennett.  In  this section, we present the conclusions of our CEO and CFO
based  on  and  as  of  the  date  of  the  Evaluation,  (i) with respect to the
effectiveness of our Disclosure Controls, and (ii) with respect to any change in
our  Internal  Controls that occurred during the most recent fiscal quarter that
has  materially  affected,  or  is  reasonably  likely  to materially affect our
Internal  Controls.

     CEO  and  CFO  Certifications.  Attached to this annual report, as Exhibits
31.1 and 31.2, are certain certifications of the CEO and CFO, which are required
in accordance with the Exchange Act and the Commission's rules implementing such
section  (the  "Rule  13a-14(a)/15d-14(a)  Certifications"). This section of the
annual  report contains the information concerning the Evaluation referred to in
the  Rule 13a-14(a)/15d-14(a) Certifications. This information should be read in
conjunction with the Rule 13a-14(a)/15d-14(a) Certifications for a more complete
understanding  of  the  topic  presented.

     Disclosure  Controls  and  Internal  Controls.  Disclosure  Controls  are
procedures  designed with the objective of ensuring that information required to
be  disclosed  in  our reports filed with the Commission under the Exchange Act,
such  as  this  annual  report,  is recorded, processed, summarized and reported
within the time period specified in the Commission's rules and forms. Disclosure
Controls  are  also  designed  with  the  objective  of  ensuring  that material
information  relating  to  us  is  made  known to the CEO and the CFO by others,
particularly during the period in which the applicable report is being prepared.
Internal Controls, on the other hand, are procedures which are designed with the
objective  of  providing  reasonable  assurance  that  (i)  our transactions are
properly  authorized,  (ii)  the  Company's  assets  are  safeguarded  against
unauthorized  or  improper use, and (iii) our transactions are properly recorded
and  reported,  all to permit the preparation of complete and accurate financial
statements  in  conformity  with accounting principals generally accepted in the
United  States.

     Limitations  on  the  Effectiveness  of  Controls.  Our management does not
expect  that  our  Disclosure Controls or our Internal Controls will prevent all
error  and  all  fraud.  A  control  system,  no  matter  how well developed and
operated,  can  provide  only  reasonable,  but  not absolute assurance that the
objectives  of  the  control system are met.  Further, the design of the control
system  must  reflect  the  fact  that  there  are resource constraints, and the
benefits  of controls must be considered relative to their costs. Because of the
inherent  limitations  in  all  control  systems,  no evaluation of controls can
provide absolute assurance that all control issues and instances so of fraud, if
any,  within  the Company have been detected. These inherent limitations include
the  realities  that  judgments  in  decision-making  can  be  faulty,  and that
breakdowns  can occur because of simple error or mistake. Additionally, controls
can  be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the control. The design of a system
of  controls also is based in part upon certain assumptions about the likelihood
of  future events, and there can be no assurance that any design will succeed in
achieving  its  stated  objectives  under  all potential future conditions. Over
time, control may become inadequate because of changes in conditions, or because
the  degree  of  compliance  with  the  policies  or procedures may deteriorate.
Because  of  the  inherent  limitations  in  a  cost-effective  control  system,
misstatements  due  to  error  or  fraud  may  occur  and  not  be  detected.

     Scope  of  the  Evaluation.  The CEO and CFO's evaluation of our Disclosure
Controls  and  Internal  Controls  included  a  review  of  the  controls'  (i)
objectives,  (ii)  design,  (iii)  implementation,  and  (iv)  the effect of the
controls  on  the  information  generated  for use in this annual report. In the
course  of  the  Evaluation,  the  CEO  and  CFO sought to identify data errors,
control  problems,  acts  of  fraud, and they sought to confirm that appropriate
corrective  action,  including  process improvements, was being undertaken. This
type  of  evaluation  is  done  on  a  quarterly  basis  so that the conclusions
concerning  the  effectiveness  of our controls can be reported in our quarterly
reports  on  Form 10-QSB and annual reports on Form 10-KSB. The overall goals of
these  various  evaluation activities are to monitor our Disclosure Controls and
our  Internal  Controls,  and  to  make  modifications  if and as necessary. Our
external  auditors  also review Internal Controls in connection with their audit
and  review  activities.  Our  intent  in  this  regard  is  that the Disclosure
Controls  and  the  Internal Controls will be maintained as dynamic systems that
change  (including  improvements  and  corrections)  as  conditions  warrant.

     Among other matters, we sought in our Evaluation to determine whether there
were  any  significant  deficiencies  or  material  weaknesses  in  our Internal
Controls, which are reasonably likely to adversely affect our ability to record,
process,  summarize  and  report  financial  information,  or  whether  we  had
identified  any  acts of fraud, whether or not material, involving management or
other  employees  who  have  a  significant  role in our Internal Controls. This
information  was  important  for both the Evaluation, generally, and because the
Rule  13a-14(a)/15d-14(a)  Certifications,  Item 5, require that the CEO and CFO
disclose that information to our Board (audit committee), and to our independent
auditors, and to report on related matters in this section of the annual report.
In the professional auditing literature, "significant deficiencies" are referred
to  as  "reportable  conditions".  These  are  control  issues  that  could have
significant  adverse  affect  on  the  ability to record, process, summarize and
report  financial  data  in  the  financial statements. A "material weakness" is
defined  in  the  auditing  literature  as  a  particularly  serious  reportable
condition where the internal control does not reduce, to a relatively low level,
the  risk  that  misstatement  cause by error or fraud may occur in amounts that
would  be  material  in relation to the financial statements and not be detected
within  a  timely  period  by  employee in the normal course of performing their
assigned  functions.  We  also sought to deal with other controls matters in the
Evaluation,  and  in  each case, if a problem was identified, we considered what
revisions,  improvements  and/or  corrections  to  make  in  accordance with our
ongoing  procedures.

     Conclusions.  Based  upon  the  Evaluation,  the Company's CEO and CFO have
concluded  that, subject to the limitations noted above, our Disclosure Controls
are  effective  to  ensure  that material information relating to the Company is
made  known  to  management,  including the CEO and CFO, particularly during the
period  when  our  periodic  reports  are  being prepared, and that our Internal
Controls  are  effective  to  provide  reasonable  assurance  that our financial
statements  are  fairly  presented  inconformity  with  accounting  principals
generally accepted in the United States.  Additionally, there has been no change
in  our  Internal  Controls  that occurred during our most recent fiscal quarter
that  has  materially  affected, or is reasonably likely to affect, our Internal
Controls.

Item  9.  Directors  and  Executive  Officers  of  the  Registrant

Directors and Executive Officers.

     Our  Bylaws  provide  that  we must have at least 1 director. Each director
will  serve  until  our  next  annual shareholder meeting, to be held sixty days
after  the close of the fiscal year, or until a successor is elected who accepts
the  position.  Directors  are  elected  for one-year terms. Our officers may be
elected by our Board of Directors at any regular or special meeting of the Board
of  Directors.

     Vacancies  may be filled by a majority vote of the remaining directors then
in  office.  Our  directors  and  executive  officers  are  as  follows:

     Name         Age                  Position
-------------     ---     ------------------------------------
Duane Bennett      43     President and Director
-------------     ---     ------------------------------------
Frank Chen         47     President and Director, Giantek
-------------     ---     ------------------------------------
Sofia Chen         44     Vice-President and Director, Giantek
-------------     ---     ------------------------------------

     Duane  Bennett has been our President and a Director since our inception in
July  1996.  Mr.  Bennett  will  serve  as  a  director  until  our  next annual
shareholder  meeting,  or until a successor is elected who accepts the position.

     Mr. Bennett's experience in the real estate industry and otherwise over the
last  ten  years  has  consisted  of  the  following:

     From  1997  to  2001,  Mr. Bennett was the sole owner, president, and chief
executive  officer of ABC Realty, Inc., a licensed real estate brokerage company
in  the  business  of  buying  and  selling  residential  properties  within the
Charlotte, North Carolina area. ABC Realty was incorporated in North Carolina on
February  12,  1997.  ABC  Realty  had  no activity during 1997 and 1998 and had
profits  of  $19,451  and $65,105 in 1999 and 2000, respectively. ABC Realty has
had  no  employees,  other  than  Mr.  Bennett,  since  its  inception.

     From  1999  to  2000,  Mr. Bennett was the sole owner, president, and chief
executive  officer  of  Internet  Funding Corp., which was incorporated in North
Carolina  on  September  14,  1999.  Internet  Funding  sought  to  develop  the
operations  of  and  arrange  capital  financing  for development stage Internet
companies  within the Charlotte, North Carolina area. Internet Funding failed to
locate any companies that needed its services and had no revenues or operations.
Internet  Funding  had  no  employees  other  than  Mr.  Bennett.

     From  1991 until 1995, Mr. Bennett was also the chief executive officer and
president  of  Bennett  International Businesses, a sole proprietorship owned by
Mr.  Bennett  and  based  in  Charlotte,  North  Carolina. Bennett International
Businesses  explored investment opportunities in China, Mexico, South Africa and
Chile.  Bennett  International  Businesses  failed  to  locate  any  investment
opportunities  and had no revenues or material operations. Bennett International
Businesses  had  no  other  employees  other  than  Mr.  Bennett.

     From  1995  to  1996,  Mr.  Bennett  also  operated  Premier  Builders  and
Developers  in  Charlotte,  North Carolina. Premier Builders was incorporated in
North  Carolina  on  January  1,  1995.  This  company developed land within the
Charlotte,  North Carolina area. Premier Builders and Developers had no revenues
for  1995  and  1996 and had expenses and related losses of $21,605 and $14,935,
respectively.

     Since  inception  in  1986,  Frank  Chen has been President and Director of
Giantek.  Mr.  Chen  is  responsible  for  all early-stage design and subsequent
technology  advancements  of  the  LED  display  technology.  Mr. Chen currently
oversees  all  of  our  manufacturing  and  sales operations relating to the LED
display  system  technology.

     Also  since  inception  in  1986,  Sofia  Chen  has been Vice-President and
Director of Giantek. Mrs. Chen assists Mr. Chen in his management duties as well
as  oversees  the  Giantek  staff  of  more  than  35  employees. Mrs. Chen also
facilitates  international  sales  and monetary conversions for sales of Giantek
products.

Significant  Employees.

     Other  than  our  three  officers  ,  we  have  no  significant  employees.

Family  Relationships.

     Mr.  &  Mrs.  Chen  are  husband  and  wife.

Legal  Proceedings.

     No  officer,  director,  or  persons  nominated  for  such positions and no
promoter  or  significant  employee  of  our  Company has been involved in legal
proceedings  that  would  be  material  to  an  evaluation  of  our  management.

     There  are  no  arrangements  or  understandings pursuant to which any were
elected  as  officers.

Section 16(a) Beneficial Ownership Reporting Compliance

     Based  on information furnished to Registrant, no officer, director, or ten
percent shareholder failed to file on a timely basis reports on Forms 3, 4, or 5
during  the  most  recent  two  fiscal  years.

Audit  Committee  Financial  Expert

     The Company does not have a separately designated standing audit committee.
Pursuant  to  Section  3(a)(58)(B)  of  the  Exchange  Act,  the entire Board of
Directors  acts  as  an  audit  committee  for  the  purpose  of  overseeing the
accounting  and  financial  reporting processes, and our audits of the financial
statements.  The  Commission  recently adopted new regulations relating to audit
committee  composition and functions, including disclosure requirements relating
to  the  presence  of an "audit committee financial expert" serving on its audit
committee.  In  connection  with  these new requirements, our Board of Directors
examined  the  Commission's definition of "audit committee financial expert" and
concluded  that  we  do  not  currently  have a person that qualifies as such an
expert.  Presently,  there are only four (4) directors serving on our Board, and
we  are  not  in  a  position  at  this  time  to attract, retain and compensate
additional  directors  in order to acquire a director who qualifies as an "audit
committee  financial expert", but we intend to retain an additional director who
will qualify as such an expert, as soon as reasonably practicable. While neither
of  our  current  directors  meets  the  qualifications  of  an "audit committee
financial  expert",  each  of  our  directors,  by virtue of his past employment
experience,  has  considerable  knowledge  of financial statements, finance, and
accounting,  and  has  significant  employment  experience  involving  financial
oversight  responsibilities.  Accordingly, we believe that our current directors
capably  fulfill  the  duties  and responsibilities of an audit committee in the
absence  of  such  an  expert.

Code  of  Ethics

     We are presently working with our legal counsel to prepare and adopt a code
of  ethics  that  applies  to  our  principal chief executive officer, principal
financial  officer,  principal  accounting  officer  or  controller,  or persons
performing  similar  functions  (the  "Code  of Ethics"). A draft of the Code of
Ethics  is attached hereto as Exhibit 14.1. The Code of Ethics is being designed
with  the  intent  to  deter  wrongdoing,  and  to  promote  the  following:

-    Honest  and  ethical  conduct,  including the ethical handling of actual or
     apparent  conflicts  if  interest  between  personal  and  professional
     relationships
-    Full,  fair,  accurate, timely and understandable disclosure in reports and
     documents  that  a  small  business  issuer  files with, or submits to, the
     Commission  and  in  other public communications made by the small business
     issuer
-    Compliance  with  applicable  governmental  laws,  rules  and  regulations
-    The  prompt  internal reporting of violations of the code to an appropriate
     person  or  persons  identified  in  the  code
-    Accountability  for  adherence  to  the  code

Section  16(a)  Beneficial  Ownership  Reporting  Compliance

     Under Section 16(a) of the Exchange Act, all executive officers, directors,
and each person who is the beneficial owner of more than 10% of the common stock
of  a company that files reports pursuant to Section 12 of the Exchange Act, are
required  to  report  the  ownership  of  such  common stock, options, and stock
appreciation  rights  (other  than  certain cash-only rights) and any changes in
that  ownership  with  the Commission. Specific due dates for these reports have
been  established,  and  the Company is required to report, in this Form 10-KSB,
any  failure  to comply therewith during the fiscal year ended December 2003. We
believe  that  all  of these filing requirements were satisfied by our executive
officers,  directors and by the beneficial owners of more than 10% of our common
stock.  In  making  this  statement,  we  have  relied  solely  on copies of any
reporting  forms  received  by it, and upon any written representations received
from reporting persons that no Form 5 (Annual Statement of Changes in Beneficial
Ownership)  was  required  to be filed under applicable rules of the Commission.


Item 10.  Executive  Compensation

     None  of  our  directors  or  officers  have received any compensation from
Xenicent,  including  salary,  stock,  stock  options,  or  otherwise,  and  no
compensation  is  accruing.  There  are  no  arrangements  or  agreements  for
employment,  compensation, or change in control that exist with the Xenicent for
either our officers or directors. All other individuals who provide services for
Xenicent are considered independent contractors, and it is anticipated that this
arrangement  will  continue  for  the  foreseeable  future.

Item 11.  Security  Ownership  of  Certain  Beneficial  Owners  and  Management

     The  following  tables  set forth the ownership, as of May 17, 2004, of our
common  stock  (a) by each person known by us to be the beneficial owner of more
than  5%  of  our outstanding common stock, and (b) by each of our directors, by
all  executive  officers  and  our  directors  as  a  group.  To the best of our
knowledge,  all persons named have sole voting and investment power with respect
to  such  shares,  except  as  otherwise  noted.

Security  Ownership  of  Certain  Beneficial  Owners  (1)  (2)


<TABLE>
<CAPTION>


Title of Class     Name and Address     # of Shares     Nature of Ownership     Current % Owned
--------------     ----------------     -----------     -------------------     ---------------
<S>                <C>                  <C>             <C>                     <C>

Common             Duane Bennett            400,000            Direct                 18.9%
                   P.O. Box 243
                   Chimney Rock, NC
                   28720
--------------     ----------------     -----------     -------------------     ---------------
Common             Duane Bennett            800,000          Indirect                 37.9%
                   P.O. Box 243
                   Chimney Rock, NC
                   28720
--------------     ----------------     -----------     -------------------     ---------------
Common             Sharon Bennett           400,000            Direct                 18.9%
                   P.O. Box 243
                   Chimney Rock, NC
                   28720
--------------     ----------------     -----------     -------------------     ---------------
Common             Frank & Sofia Chen       120,000            Direct                  5.7%
                  (2)
                   No. 52 Po-Ai Road,
                   7th Floor
                   Taipei, Taiwan
                   R.O.C.
--------------     ----------------     -----------     -------------------     ---------------

Security  Ownership  of  Officers  and  Directors  (2).


Title of Class     Name and Address     # of Shares     Nature of Ownership     Current % Owned
--------------     ----------------     -----------     -------------------     ---------------
<S>                <C>                  <C>             <C>                     <C>

Common             Duane Bennett            400,000            Direct                 18.9%
--------------     ----------------     -----------     -------------------     ---------------
Common             Duane Bennett            800,000          Indirect                 37.9%
--------------     ----------------     -----------     -------------------     ---------------
Common             Frank & Sofia Chen       120,000            Direct                  5.7%
                  (2)
--------------     ----------------     -----------     -------------------     ---------------
Common             All Officers and       1,320,000            Direct                 62.5%
                   Directors as a
                   Group (2)


</TABLE>


Changes  in  Control.

     There are currently no arrangements, which would result in a change in our
control.

(1)  Pursuant  to  Rule  13-d-3  under  the  Securities Exchange Act of 1934, as
     amended,  beneficial  ownership  of  a  security consists of sole or shared
     voting power (including the power to vote or direct the voting) and/or sole
     or  shared  investment  power (including the power to dispose or direct the
     disposition)  with  respect  to  a  security  whether  through  a contract,
     arrangement,  understanding,  relationship or otherwise. In addition to the
     400,000  shares  which Duane Bennett owns in his own name, Mr. Bennett also
     has  the  voting  power over the shares of stock issued in the names of his
     children  as  follows: Adam Bennett, 200,000 shares; Emily Bennett, 200,000
     shares;  Nellie  Bennett, 200,000 shares; and Mary Bennett, 200,000 shares.
     Unless  otherwise  indicated, each person indicated above has sole power to
     vote,  or  dispose  or  direct  the  disposition of all shares beneficially
     owned.  We  are  unaware  of  any shareholders whose voting rights would be
     affected  by  unity  property  laws.

(2)  The  common  shares  held by Frank and Sofia Chen is owned jointly. Of this
     amount  80,000 shares are being returned to the Treasury in connection with
     the termination agreement with Giantek Technology Corporation. These shares
     are  expected  to  be  retired.

Item 12.  Certain Relationships and Related Transactions

     On  March  22,  2004,  we executed a Letter of Intent between and among us,
Duane  Bennett  and  Harbin  Ping  Chun  Yao  Ye  Gu  Fen  You  Xian Gong  Si, a
corporation  organized  and  existing under the laws of the Peoples' Republic of
China  ("Ping Chun"), which contemplates a plan of exchange pursuant to which we
will  issue  70,000,000  new  investment  shares  of  common  stock  to  the
shareholders  of  Ping Chun in exchange for all of their shares of capital stock
of Ping Chun. As a result of the exchange transaction, Ping Chun will become our
wholly-owned  subsidiary,  and  the  Ping  Chun  Shareholders  will  control
approximately  96%  of  the  issued and outstanding shares of us. As part of the
transaction, we will agree to change  our corporate name and stock ticker symbol
prior  to  the  closing. A copy of the Letter of Intent is attached to a Current
Report  on  Form  8-K  filed  with  the  Commission  on  April  2,  2004, and is
incorporated  by  reference  herein.

     The  Letter  of  Intent  states that it sets forth the terms and conditions
upon  which  we  and  its  Board of Directors and shareholders will enter into a
definitive  Plan  of  Exchange  with  Ping  Chun.  There  are no guarantees that
negotiations  will  lead to the execution of such a definitive Plan of Exchange,
or  that if a Plan of Exchange is executed, the conditions of closing for either
party  thereunder  will be met and the exchange transaction will be consummated.


Item 13.  Exhibits  and  Reports  on  Form  8-K

     (a)  Financial  Statements
1.   The  following  financial  statements  of Xenicent are included in Part II,
     Item  7:
Independent Auditors' Report                                F-1
Balance Sheet - December 31, 2003                           F-2,3
Statements of Operations - Years Ended
     December 31, 2003 and 2002                             F-4
Statements of Stockholders' Equity - Years Ended
     December 31, 2003 and 2002                             F-5
Statements of Cash Flows - Years Ended
     December 31, 2003 and 2002                             F-6
Notes to Financial Statements                               F-7-14

2.   Exhibits
     3.        Articles  of Incorporation as amended and bylaws are incorporated
               by  reference to Exhibit No. 1 of Form SB-2 as amended filed July
               2001.
     14.1      Code  of  Ethics
     31.1.     Rule  13a-14(a)/15d-14(a)  Certifications  of  Chief  Executive
               Officer
     31.2.     Rule  13a-14(a)/15d-14(a)  Certifications  of  Chief  Financial
               Officer
     32.1.     Section  1350  Certifications  of  Chief  Executive  Officer
     32.2.     Section  1350  Certifications  of  Chief  Financial  Officer

(b) Reports on Form 8-K

None.

Item 14.  Principal  Accountant  Fees  and  Services

Fees  Billed  For  Audit  and  Non-Audit  Services

The  following table represents the aggregate fees billed for professional audit
services  rendered  to  the  independent  auditor,  Perrella  &  Associates,
("Perrella")  for  our  audit  of  the annual financial statements for the years
ended  December  31,  2003  and  2002,  and  all  fees billed for other services
rendered  by  Perrella  during  those  periods.

Year Ended December 31                     2003              2002
----------------------                   --------          --------
                                         Perrella          Perrella
                                         --------          --------
Audit Fees (1)                           $ 10,000  (2)     $ 10,000  (3)
Audit-Related Fees (2)                         --                --
Tax Fees (3)                                   --                --
All Other Fees (4)                             --                --
Total Accounting Fees and Services       $ 10,000          $ 10,000

     (1)  Audit  Fees. These are fees for professional services for our audit of
          the  annual  financial statements, and for the review of the financial
          statements  included  in  our filings on Form 10-QSB, and for services
          that are normally provided in connection with statutory and regulatory
          filings  or  engagements.
     (2)  Audit-Related  Fees.  These  are  fees  for  the assurance and related
          services  reasonably  related  to  the performance of the audit or the
          review  of  our  financial  statements.
     (3)  Tax Fees. These are fees for professional services with respect to tax
          compliance,  tax  advice,  and  tax  planning.
     (4)  All Other Fees. These are fees for permissible work that does not fall
          within  any  of  the  other  fee  categories,  i.e.,  Audit  Fees,
          Audit-Related  Fees,  or  Tax  Fees.

Pre-Approval  Policy  For  Audit  and  Non-Audit  Services

     We  do not have a standing audit committee, and the full Board performs all
functions  of  an  audit  committee, including the pre-approval of all audit and
non-audit  services before we engage an accountant. All of the services rendered
to  the  Company  by  Perrella  were  pre-approved  by  our  Board of Directors.

     We  are  presently  working  with  our  legal  counsel  to establish formal
pre-approval  policies and procedures for future engagements of our accountants.
The  new  policies and procedures will be detailed as to the particular service,
will  require  that  the Board or an audit committee thereof be informed of each
service,  and  will  prohibit the delegation of pre-approval responsibilities to
management. It is currently anticipated that our new policy will provide (i) for
an  annual  pre-approval,  by  the  Board  or  audit  committee,  of  all audit,
audit-related  and non-audit services proposed to be rendered by the independent
auditor  for  the  fiscal  year,  as  specifically  described  in  the auditor's
engagement  letter,  and  (ii) that additional engagements of the auditor, which
were  not  approved in the annual pre-approval process, and engagements that are
anticipated  to  exceed  previously  approved thresholds, will be presented on a
case-by-case  basis,  by  the  President  or Controller, for pre-approval by the
Board  or  audit  committee, before management engages the auditors for any such
purposes.  The  new  policy  and  procedures  may  authorize  the Board or audit
committee  to  delegate,  to  one  or  more  of  its  members,  the authority to
pre-approve  certain permitted services, provided that the estimated fee for any
such  service does not exceed a specified dollar amount (to be determined).  All
pre-approvals  shall  be contingent on a finding, by the Board, audit committee,
or  delegate, as the case may be, that the provision of the proposed services is
compatible  with the maintenance of the auditor's independence in the conduct of
its  auditing  functions.  In  no  event  shall any non-audit related service be
approved that would result in the independent auditor no longer being considered
independent  under  the  applicable  rules and regulations of the Securities and
Exchange  Commission.



                           --Signature Page Follows--



                                   SIGNATURES
                                   ----------

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned,
hereunto  duly  authorized.


                                             XENICENT, INC.
                                             --------------

Date: June 07, 2004                      By: /s/ Duane Bennett
                                             -----------------
                                             Duane Bennett
                                             President and Director