<PAGE>



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[X]      Quarterly report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934

         For the quarterly period ended March 31, 2004

[ ]      Transition report under Section 13 or 15(d) of the Exchange Act

         For the transition period from _____________ to _____________

                        Commission File Number 000-50604

                      Chardan China Acquisition Corporation
                      -------------------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)



                    Delaware                             20- 0456115
                    --------                             -----------
        (State or other Jurisdiction of                (I.R.S. Employer
         Incorporation or Organization)              Identification No.)


        777 South Highway 101, Suite 215, Solana Beach, California 92075
        ----------------------------------------------------------------
                     (Address of Principal Executive Office)


                                 (858) 847-9000
                                 --------------
                (Issuer's Telephone Number, Including Area Code)

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [ ] No [X]

         As of May 14, 2004, 4,900,000 shares of common stock, par value $.0001
per share, were issued and outstanding.

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


<PAGE>



                                                                           Page
                                                                           ----
Part I:  Financial Information:

       Item 1 -Financial Statements (Unaudited):

         Balance Sheets                                                      3

         Statements of Operations                                            4

         Statements of Stockholders' Equity                                  5

         Statements of Cash Flows                                            6

          Notes to Financial Statements                                      7

       Item 2 - Management's Discussion and Analysis or Plan of Operation   10

       Item 3 - Controls and Procedures                                     11

Part II.  Other Information

       Item 2 - Changes in Securities and Small Business Issuer Purchases
              of Equity Securities                                          12

       Item 6 - Exhibits and Reports on Form 8-K                            12

Signatures and Certifications                                               13


                                       2

<PAGE>


<TABLE>
<CAPTION>
                                                       CHARDAN CHINA ACQUISITION CORP.
                                              (A CORPORATION IN THE DEVELOPMENT STAGE)
                                                                        BALANCE SHEETS
--------------------------------------------------------------------------------------
                                                            March 31,     December 31,
                                                              2004            2003
                                                          (Unaudited)
--------------------------------------------------------------------------------------
<S>                                                       <C>             <C>
ASSETS
Current assets:
     Cash                                                 $    698,220    $     59,988
     Cash held in Trust Fund (Note 1)                       20,532,153              --
     Prepaid expenses                                          122,394              --
                                                          ------------    ------------
          Total current assets                              21,352,767          59,988
Deferred registration costs                                         --          25,000
                                                          ------------    ------------
Total assets                                              $ 21,352,767    $     84,988
                                                          ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accrued expenses                                     $     27,630    $        523
     Due to officer and director                                46,592              --
     Notes payable, stockholder (Note 3)                            --          60,000
     Deferred interest                                             930              --
                                                          ------------    ------------
          Total current liabilities                             75,152          60,523
                                                          ------------    ------------

Common stock, subject to possible redemption,
     804,598 shares at redemption value (Note 1)             4,103,450              --
                                                          ------------    ------------

Commitment (Note 4)

Stockholders' equity (Notes 1, 2, 5 and 6)
     Preferred stock, $.0001 par value, Authorized
          1,000,000 shares; none issued
     Common stock, $.0001 par value
          Authorized 20,000,000 shares
          Issued and outstanding 4,900,000 shares
               (which includes 804,598 subject to
               possible redemption) and
               875,000, respectively                               490              87
     Additional paid-in capital                             17,191,819          24,913
     Deficit accumulated during development stage              (18,144)           (535)
                                                          ------------    ------------

          Total stockholders' equity                        17,174,165          24,465
                                                          ------------    ------------
Total liabilities and stockholders' equity                $ 21,352,767    $     84,988
                                                          ============    ============
</TABLE>

                 See accompanying notes to financial statements



                                       3
<PAGE>

<TABLE>
<CAPTION>
                                                 CHARDAN CHINA ACQUISITION CORP.
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)

                                            STATEMENTS OF OPERATIONS (UNAUDITED)
--------------------------------------------------------------------------------
                                                 Three months    Period from
                                                     ended     December 5, 2003
                                                March 31, 2004  (inception) to
                                                                March 31, 2004
--------------------------------------------------------------------------------
<S>                                               <C>            <C>
Expenses:

     Travel charges                               $     7,908    $     7,908
     Rent and office support                            3,871          3,871
     Professional fees                                  3,032          3,032
     Directors and officers insurance                   4,455          4,455
     Other formation and operating costs                2,066          2,601
                                                  -----------    -----------

Operating Loss                                    $   (21,332)   $   (21,867)
                                                  -----------    -----------

     Interest income on trust fund                      3,723          3,723
                                                  -----------    -----------

Net loss                                          $   (17,609)   $   (18,144)
                                                  ===========    ===========

Net loss per share                                $      (.01)
                                                  -----------

Weighted average shares outstanding                1,317,308
                                                  -----------
</TABLE>

            See accompanying notes to unaudited financial statements



                                       4
<PAGE>


<TABLE>
<CAPTION>
                                                                                              CHARDAN CHINA ACQUISITION CORP.
                                                                                     (A CORPORATION IN THE DEVELOPMENT STAGE)

                                                                               STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
-----------------------------------------------------------------------------------------------------------------------------
                                                         Additional
                                                        Common Stock                       Deficit accumulated
                                                        ------------             Paid-In       during the
                                                     Shares       Amount         Capital    development stage     Total
-----------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>          <C>            <C>              <C>             <C>
Balance, December 5, 2003 (inception)                     --   $         --   $         --     $         --    $         --

Sale of 875,000 shares of common stock to
     initial stockholders                            875,000             87         24,913               --          25,000

Net loss for the period                                   --             --             --             (535)           (535)
-----------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2003                           875,000   $         87   $     24,913     $       (535)   $     24,465

Sale of 4,025,000 units, net of underwriters'
   discount and offering expenses (includes
   804,598 shares subject to possible              4,025,000            403     21,270,256               --      21,270,659
   redemption)

Proceeds subject to possible redemption of                --             --     (4,103,450)              --      (4,103,450)
   804,598 shares

Proceeds from issuance of option                                                       100                              100

Net loss for the period (unaudited)                       --             --             --          (17,609)        (17,609)
-----------------------------------------------------------------------------------------------------------------------------
Balance, March 31, 2004 (unaudited)                4,900,000   $        490   $ 17,191,819     $    (18,144)   $ 17,174,165
                                                ============   ============   ============     ============    ============
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>



           See accompanying notes to unaudited financial statements.



                                       5
<PAGE>


<TABLE>
<CAPTION>
                                                       CHARDAN CHINA ACQUISITION CORP.
                                              (A CORPORATION IN THE DEVELOPMENT STAGE)

                                                  STATEMENTS OF CASH FLOWS (UNAUDITED)
--------------------------------------------------------------------------------------

                                                       Three months   December 5, 2003
                                                          ended        (inception) to
                                                       March 31, 2004  March 31, 2004
--------------------------------------------------------------------------------------
<S>                                                    <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                $    (17,609)   $    (18,144)
Adjustments to reconcile net loss to net cash used
  in operating activities
Increase in prepaid expenses                                (122,394)       (122,394)
Increase in accrued expenses                                   7,107           7,630
Increase due to officers and directors                         7,908           7,908
Increase in deferred interest                                    930             930
                                                        ------------    ------------
               Net cash used in operating activities        (124,058)       (124,070)
                                                        ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Cash held in Trust Fund                             (20,532,153)    (20,532,153)
                                                        ------------    ------------
           Net cash used in investing activities         (20,532,153)    (20,532,153)
                                                        ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Gross proceeds from public offering                  24,150,000      24,150,000
     Proceeds from issuance of option                            100             100
     Payment of costs of public offering                  (2,795,657)     (2,820,657)
     Proceeds from sale of shares of common
          stock                                                   --          25,000
     Proceeds from notes payable, stockholder                 10,000          70,000
     Payments of notes payable, stockholder                  (70,000)        (70,000)
                                                        ------------    ------------
           Net cash provided by financing activities      21,294,443      21,354,443
                                                        ------------    ------------

Net increase in cash                                         638,232         698,220
Cash at beginning of the period                               59,988              --
                                                        ------------    ------------
Cash at end of the period                               $    698,220    $    698,220
                                                        ------------    ------------

Supplemental schedule of non-cash financing activity:

     Accrual of offering costs                          $     58,684    $     58,684
                                                        ============    ============
</TABLE>

            See accompanying notes to unaudited financial statements




                                       6
<PAGE>

                                                 CHARDAN CHINA ACQUISITION CORP.
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)

                                         NOTES TO UNAUDITED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

1.      BASIS OF PRESENTATION      The financial statements at March 31, 2004
                                   and for the periods ended March 31, 2004 are
                                   unaudited. In the opinion of management, all
                                   adjustments (consisting of normal accruals)
                                   have been made that are necessary to present
                                   fairly the financial position of Chardan
                                   China Acquisition Corp. (the "Company") as of
                                   March 31, 2004 and the results of its
                                   operations and its cash flow for the periods
                                   from January 1, 2004 through March 31, 2004
                                   and from December 5, 2003 (inception) to
                                   March 31, 2004. Operating results for the
                                   interim period presented are not necessarily
                                   indicative of the results to be expected for
                                   a full year.

                                   The statements and related notes have been
                                   prepared pursuant to the rules and
                                   regulations of the U.S. Securities and
                                   Exchange Commission. Accordingly, certain
                                   information and footnote disclosures normally
                                   included in financial statements prepared in
                                   accordance with generally accepted accounting
                                   principles have been omitted pursuant to such
                                   rules and regulations. These financial
                                   statements should be read in conjunction with
                                   the financial statements that were included
                                   in the Company's Annual Report on Form 10-KSB
                                   for the period ended December 31, 2003.

2.      ORGANIZATION               The Company was incorporated in December 5,
        AND                        2003 as a blank check company whose objective
        BUSINESS                   is to acquire an operating business that has
        OPERATIONS                 its primary operating facilities located in
                                   the People's Republic of China.

                                   All activity from December 5, 2003
                                   (inception) through March 31, 2004 relates to
                                   the Company's formation and initial public
                                   offering described below.

                                   The registration statement for the Company's
                                   initial public offering ("Offering") was
                                   declared effective March 16, 2004. The
                                   Company consummated the offering on March 22,
                                   2004 and received net proceeds of
                                   approximately $21,270,000 (Note 3). The
                                   Company's management has broad discretion
                                   with respect to the specific application of
                                   the net proceeds of this Offering, although
                                   substantially all of the net proceeds of this
                                   Offering are intended to be generally applied
                                   toward consummating a business combination
                                   with a operating business in the
                                   entertainment, media and communications
                                   industry ("Business Combination"). An amount
                                   of $20,527,500 of the net proceeds
                                   ($20,532,153, including interest, at March
                                   31, 2004) is being held in an
                                   interest-bearing trust account ("Trust Fund")
                                   until the earlier of (i) the consummation of
                                   its first Business Combination or (ii)
                                   liquidation of the Company. Under the
                                   agreement governing the Trust Fund, funds
                                   will only be invested in United States
                                   government securities (Treasury Bills) with a
                                   maturity of 180 days or less. The remaining
                                   net proceeds may be


                                       7
<PAGE>

                                   used to pay for business, legal and
                                   accounting due diligence on prospective
                                   acquisitions and continuing general and
                                   administrative expenses.

                                   The Company, after signing a definitive
                                   agreement for the acquisition of a target
                                   business, will submit such transaction for
                                   stockholder approval. In the event that
                                   stockholders owning 20% or more of the
                                   outstanding stock excluding, for this
                                   purpose, those persons who were stockholders
                                   prior to the Offering, vote against the
                                   Business Combination, the Business
                                   Combination will not be consummated. All of
                                   the Company's stockholders prior to the
                                   Offering, including all of the officers and
                                   directors of the Company ("Initial
                                   Stockholders"), have agreed to vote their
                                   875,000 founding shares of common stock in
                                   accordance with the vote of the majority in
                                   interest of all other stockholders of the
                                   Company ("Public Stockholders") with respect
                                   to the Business Combination. After
                                   consummation of the Business Combination, all
                                   of these voting safeguards will no longer be
                                   applicable.

                                   With respect to a Business Combination which
                                   is approved and consummated, any Public
                                   Stockholder who voted against the Business
                                   Combination may demand that the Company
                                   redeem his shares. The per share redemption
                                   price will equal the amount in the Trust Fund
                                   as of the record date for determination of
                                   stockholders entitled to vote on the Business
                                   Combination divided by the number of shares
                                   of common stock held by Public Stockholders
                                   at the consummation of the Offering.
                                   Accordingly, Public Stockholders holding
                                   19.99% of the aggregate number of shares
                                   owned by all Public Stockholders may seek
                                   redemption of their shares in the event of a
                                   Business Combination. Such Public
                                   Stockholders are entitled to receive their
                                   per share interest in the Trust Fund computed
                                   without regard to the shares held by Initial
                                   Stockholders. Accordingly, a portion of the
                                   net proceeds from the offering (19.99% of the
                                   original amount placed in the Trust Fund) has
                                   been classified as common stock subject to
                                   possible redemption in the accompanying
                                   balance sheet and 19.99% of the related
                                   interest earned has been recorded as deferred
                                   interest.

                                   The Company's Certificate of Incorporation
                                   provides for mandatory liquidation of the
                                   Company, without stockholder approval, in the
                                   event that the Company does not consummate a
                                   Business Combination within 18 months from
                                   the date of the consummation of the Offering,
                                   or 24 months from the consummation of the
                                   Offering if certain extension criteria have
                                   been satisfied. In the event of liquidation,
                                   it is likely that the per share value of the
                                   residual assets remaining available for
                                   distribution (including Trust Fund assets)
                                   will be less than the initial


                                       8
<PAGE>

                                   public offering price per share in the
                                   Offering due to costs related to the Offering
                                   and since no value would be attributed to the
                                   Warrants contained in the Units sold (Note
                                   3).

3.      INITIAL PUBLIC OFFERING    On March 22, 2004, the Company sold 4,025,000
                                   units ("Units") in the Offering, which
                                   included all of the 525,000 Units subject to
                                   the underwriters' over-allotment option. Each
                                   Unit consists of one share of the Company's
                                   common stock, $.0001 par value, and two
                                   Redeemable Common Stock Purchase Warrants
                                   ("Warrants"). Each Warrant will entitle the
                                   holder to purchase from the Company one share
                                   of common stock at an exercise price of $5.00
                                   commencing the later of the completion of a
                                   Business Combination with a target business
                                   or one year from the effective date of the
                                   Offering and expiring five years from the
                                   date of the prospectus. The Warrants will be
                                   redeemable at a price of $.01 per Warrant
                                   upon 30 days' notice after the Warrants
                                   become exercisable, only in the event that
                                   the last sale price of the common stock is at
                                   least $8.50 per share for any 20 trading days
                                   within a 30 trading day period ending on the
                                   third day prior to the date on which notice
                                   of redemption is given. In connection with
                                   this Offering, the Company issued, for $100,
                                   an option to the representative of the
                                   underwriters to purchase 350,000 Units at an
                                   exercise price of $9.90 per Unit. In
                                   addition, the warrants underlying such Units
                                   are exercisable at $6.40 per share.

4.      COMMON STOCK               In February 2004, the Company's Board of
                                   Directors authorized a 1.1666666 to one
                                   forward stock split of its common stock. All
                                   references in the accompanying financial
                                   statements to the numbers of shares have been
                                   retroactively restated to reflect the stock
                                   split.

                                   As of March 31, 2004, 9,100,000 shares of
                                   common stock were reserved for issuance upon
                                   exercise of redeemable warrants and
                                   underwriters' unit purchase option.



                                       9
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         The following discussion should be read in conjunction with the
Company's Consolidated Financial Statements and footnotes thereto contained in
this report.

FORWARD LOOKING STATEMENTS

         The statements discussed in this Report include forward looking
statements that involve risks and uncertainties, including the timely delivery
and acceptance of the Company's products and the other risks detailed from time
to time in the Company's reports filed with the Securities and Exchange
Commission.

PLAN OF OPERATIONS

         We were formed on December 5, 2003 to serve as a vehicle to effect a
merger, capital stock exchange, asset acquisition or other similar business
combination with a company in the entertainment, media and communications
industry. We intend to utilize cash derived from the proceeds of our recently
completed public offering, our capital stock, debt or a combination of cash,
capital stock and debt, in effecting a business combination.

         We consummated our initial public offering on March 22, 2004. The net
loss of $17,609 for the three-month period ended March 31, 2004 consisted of
travel charges of $7,908, rent and office support of $3,871, professional fees
of $3,032, directors' and officers' insurance of $4,455 and formation and
operating costs of $2,066, offset by interest earned on cash held in Trust Fund
of $3,723.

         We consummated our initial public offering on March 22, 2004. Gross
proceeds from our initial public offering were $24,150,000. We paid a total of
$1,690,500 in underwriting discounts and commissions, and approximately
$1,189,000 has been or will be paid for costs and expenses related to the
offering, including $724,500 for the underwriters' non-accountable expense
allowance of 3% of the gross proceeds. After deducting the underwriting
discounts and commissions and the offering expenses, the total net proceeds to
us from the offering were approximately $21,271,000, of which $20,527,500 was
deposited into a trust fund and the remaining proceeds are available to be used
to provide for business, legal and accounting due diligence on prospective
business combinations and continuing general and administrative expenses. The
remaining proceeds are available to be used by us to provide for business, legal
and accounting due diligence on prospective acquisitions and continuing general
and administrative expenses. We will use substantially all of the net proceeds
of this offering to acquire a target business, including identifying and
evaluating prospective acquisition candidates, selecting the target business,
and structuring, negotiating and consummating the business combination. To the
extent that our capital stock is used in whole or in part as consideration to
effect a business combination, the proceeds held in the trust fund as well as
any other net proceeds not expended will be used to finance the operations of
the target business. We believe that, upon consummation of this offering, we
will have sufficient available funds outside of the trust fund to operate for at
least the next 24 months, assuming that a business combination is not
consummated during that time. Over this time period, we anticipate $180,000 for
the administrative fee payable to Chardan Ventures ($7,500 per month for two
years), approximately $150,000 of expenses for legal, accounting and other
expenses attendant to the due diligence investigations, structuring and
negotiating of a business combination, $50,000 of expenses for the due diligence
and investigation of a target business, $40,000 of expenses in legal and
accounting fees relating to our SEC reporting obligations and $270,000 for
general working capital that will be used for miscellaneous expenses and
reserves, including approximately $115,000 for director and officer liability
insurance premiums. We do not believe we will need to raise additional funds
following this offering in order to meet the expenditures required for operating
our business. However, we may need to raise additional funds through a private
offering of debt or equity securities if such funds are required to consummate a
business combination that is presented to us. We would only consummate such a
fund raising simultaneously with the consummation of a business combination.



                                       10
<PAGE>

         Commencing on March 16, 2004 and ending upon the acquisition of a
target business, we incur a fee from Chardan Ventures LLC of $7,500 per month
for providing us with office space and certain office and secretarial services.
Dr. Richard D. Propper, our chairman of the board, is the manager and 50% owner
of Chardan Ventures. In addition, in December 2003 and January 2004, Kerry
Propper, our executive vice president, advanced an aggregate of $70,000 to us
for payment on our behalf of offering expenses. These loans were repaid
following our initial public offering from the proceeds of the offering.

ITEM 3.  CONTROLS AND PROCEDURES.

         An evaluation of the effectiveness of our disclosure controls and
procedures as of March 31, 2004 was made under the supervision and with the
participation of our management, including our chief executive officer and chief
financial officer. Based on that evaluation, they concluded that our disclosure
controls and procedures are effective as of the end of the period covered by
this report to ensure that information required to be disclosed by us in reports
that we file or submit under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms. During the most recently
completed fiscal quarter, there has been no significant change in our internal
control over financial reporting that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.


                                       11
<PAGE>



                                    PART II.

                                OTHER INFORMATION

ITEM 2: CHANGES IN SECURITIES AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY
SECURITIES

         On March 22, 2004, we closed our initial public offering of 4,025,000
units, including 525,000 units issued upon exercise of the underwriters'
over-allotment option, with each unit consisting of one share of our common
stock and two warrants, each to purchase one share of our common stock at an
exercise price of $5.00 per share. The units were sold at an offering price of
$6.00 per unit, generating gross proceeds of $24,150,000. The representative of
the underwriters in the offering was EarlyBirdCapital, Inc. The securities sold
in the offering were registered under the Securities Act of 1933 on a
registration statement on Form S-1 (No. 333-111970). The Securities and Exchange
Commission declared the registration statement effective on March 16, 2004.

         We paid a total of $1,690,500 in underwriting discounts and
commissions, and approximately $1,150,000 has been or will be paid for costs and
expenses related to the offering, including $724,500 for the underwriters'
non-accountable expense allowance of 3% of the gross proceeds.

         After deducting the underwriting discounts and commissions and the
offering expenses, the total net proceeds to us from the offering were
approximately $21,309,000, of which $20,527,500 was deposited into a trust fund
and the remaining proceeds are available to be used to provide for business,
legal and accounting due diligence on prospective business combinations and
continuing general and administrative expenses.


ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits:


                  31.1 - Section 302 Certification by CEO

                  31.2 - Section 302 Certification by CFO

                  32.1 - Section 906 Certification by CEO

                  32.2 - Section 906 Certification by CFO

         (b)      Reports on Form 8-K:

<TABLE>
<CAPTION>
                  Date                       Items        Financial Statements
                  ----                       -----        --------------------
<S>                                           <C>         <C>
                  March 22, 2004              5, 7        Audited Financial Statements for the periods from December 5,
                                                          2003 (inception) to March 22, 2004, January 1, 2004 to March
                                                          22, 2004 and December 5, 2003 (inception) to December 31, 2003
</TABLE>


                                       12
<PAGE>



                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       CHARDAN CHINA ACQUISITION CORP.

Dated:  May 14, 2004
                                       /s/ Richard D. Propper
                                       -------------------------------
                                       Dr. Richard D. Propper
                                       Chairman of the Board