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

                                   FORM 10-KSB

                [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ending December 31, 2000

                                       OR

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

                        Commission file number 000-26436

                           CHINA GATEWAY HOLDINGS, INC.
             ------------------------------------------------------
                 (Name of Small Business Issuer in Its Charter)


         Delaware
-------------------------------                            -----------------
(State  or  other  jurisdiction                             (IRS  Employer
    of  Incorporation)                                    Identification  No.)

          CLI  Building
   313  Hennessey Road, Suite 1003
           Hong  Kong
-------------------------------------------                  ------------
(Address  of  principal  executive  offices)                  (Zip  Code)

                                 (852) 2519-3933
                                ----------------
                           (Issuer's telephone number,
                              including area code)


Securities  registered  pursuant  to  Section  12(b)  of  the  Act:  None

Securities  registered pursuant to Section 12(g) of the Act: Common Stock, 0.001
par  value.

Indicate by check mark whether the issuer (1) has filed  all reports required to
be filed  by Section 13  or 15(d)  of the  Securities and  Exchange Act  of 1934
during the preceding 12 months  (or 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  [ ]

Indicate by  check mark if disclosure  of delinquent filers pursuant to Item 405
of Regulation  S-B is not  contained herein,  and will not be contained,  to the
best  of issuer's  knowledge,  in definitive  proxy  or  information  statements
incorporated  by reference in Part III  of this Form 10-KSB  or any amendment to
this  Form  10-KSB.  [X]


<PAGE>
Issuer's  revenues  for  its  most  recent  fiscal  year  were:   None
                                                               ---------

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the Issuer filed all documents and reports required to be filed by
Section  12,  13,  or 15(d) of the Exchange Act after distribution of securities
under  a  plan  confirmed  by  a  court.
Yes  [ ]  No  [ ]

                         APPLICABLE TO CORPORATE ISSUERS

On April 12, 2001, the Issuer had issued and outstanding 4,307,158 shares of its
$.0001  par  value common stock.  The aggregate market value of the Registrant's
voting stock held by non-affiliates of the Registrant was approximately $807,601
at  the closing quotation for the Registrant's common stock of $0.28 as of April
17,  2001.

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

Documents  incorporated  by  reference:  None.


<PAGE>
                          CHINA GATEWAY HOLDINGS, INC.

                                TABLE OF CONTENTS
                                                                            PAGE

                                     PART I

Item  1.     Business  of  the  Company. . . . . . . . . . . . . . . . . . .   4

Item  2.     Properties. . . . . . . . . . . . . . . . . . . . . . . . . . .   6

Item  3.     Legal  Proceedings. . . . . . . . . . . . . . . . . . . . . . .   7

Item  4.     Submission  of  Matters  to  a  Vote  of  Securities  Holders .   7

                                     PART II

Item  5.     Market  for  the  Issuer's  Common  Equity  and  Related
              Shareholder  Matters . . . . . . . . . . . . . . . . . . . . .   7

Item  6.     Management's  Discussion  and  Analysis  of  Financial
              Condition  and  Results  of  Operations. . . . . . . . . . . .  11

Item  7.     Financial  Statements . . . . . . . . . . . . . . . . . . . . .  14

Item  8.     Changes  in  and  Disagreements  with  Accountants
              on  Accounting  and  Financial  Disclosures. . . . . . . . . .  15

                                    PART III

Item  9.     Directors,  Executive  Officers,  Promoters
              and  Control  Persons;  Compliance  with
              Section  16(a)  of  the  Exchange  Act . . . . . . . . . . . .  15

Item  10.    Executive  Compensation . . . . . . . . . . . . . . . . . . . .  18

Item  11.    Security  Ownership  of  Certain  Beneficial
              Owners  and  Management  . . . . . . . . . . . . . . . . . . .  19

Item  12.    Certain  Relationships  and  Related  Transactions. . . . . . .  20

Item  13.    Exhibits,  and  Reports  on  Form  8-K. . . . . . . . . . . . .  21

             Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . .  22


<PAGE>
                                     PART I

ITEM  1.   BUSINESS  OF  THE  COMPANY

     FORWARD-LOOKING  STATEMENTS.  This  annual  report  contains  certain
forward-looking  statements within the meaning of Section 27A of  the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as  amended, that involve risks and uncertainties.  In addition, the Company may
from  time  to  time  make  oral forward-looking statements.  Actual results are
uncertain  and may be impacted by many factors. In particular, certain risks and
uncertainties  that  may  impact  the accuracy of the forward-looking statements
with  respect  to  revenues,  expenses  and  operating  results  include without
limitation;  cycles  of  customer  orders,  general  economic  and  competitive
conditions  and  changing customer trends, technological advances and the number
and  timing  of  new product introductions, shipments of products and components
from foreign suppliers, and changes in the mix of products ordered by customers.
As  a  result,  the actual results may differ materially from those projected in
the  forward-looking  statements.

     Because  of these and other factors that may affect the Company's operating
results,  past  financial  performance  should not be considered an indicator of
future performance, and investors should not use historical trends to anticipate
results  or  trends  in  future  periods.


(A)  THE  COMPANY

     The  Company  was incorporated in the State of Delaware on June 26, 1997 as
Orient  Packaging  Holdings  Ltd  ("Orient  Packaging").  On June 27,  1997, the
Company  went  through  a reverse merger whereby it acquired all the outstanding
shares  of  Orient  Investments  Limited ("Orient  Investments"). Under the said
reverse  merger,  the former Shareholders of Orient Investment ended up owning a
100%  interest  in  the  Company.  Thereafter  on  December 1, 1999, the Company
changed  its  name  from  Orient  Packaging  to  our current name, China Gateway
Holdings  Inc.

     Orient  Investments,  a  British Virgin Islands corporation incorporated on
January 9, 1997, is a holding company for Orient Packaging Limited (f/k/a Orient
Financial  Services  Limited)  ("Orient  Packaging"),  a  British Virgin Islands
corporation  incorporated on May 25, 1993. Orient Packaging on December 20, 1996
entered  into  a joint venture Agreement to manufacture paperboard products used
in  packaging material for the Chinese market. The manufacturing operations were
conducted  through  Wuhan  Dong  Feng  Paper  Company Limited ("Joint Venture").

     The  December 20, 1996 Joint Venture Agreement was for a period of 30 years
that  was  to  expire  in the year 2027. The Company has made continuous efforts
since  1997  to  make  the  Joint  Venture  successful.  The  Company, since the
inception  of  the  Joint  Venture, was continuously losing a significant amount
money  every  year. By the end of the year 2000, it was evident to the Company's
management  that  it  was not going to be successful in making the Joint Venture
self  sufficient.

     On  March  20,  2001,  after continuous negotiations with its Joint Venture
partner  in  China,  the  Company entered into a formal Termination Agreement in
accordance  with Article 68(2) and Article 68(5) of the Joint Venture's Articles
of  Association  and  other  relevant provisions in the Joint Venture Agreement.
In accordance with said Termination Agreement, each of the partners in the Joint


<PAGE>
Venture  agreed  not to pursue or make claims against the other for any damages,
compensation  or  liabilities.  On  April 9, 2001, the Company received a formal
legal  opinion  from  China  Law  Office in Hong Kong, as to the validity of the
termination  and  the  mutual  releases  in  the  March 20th, 2001 Joint Venture
Termination  Agreement.  China  Law  Office is the sole foreign law firm in Hong
Kong to practice the laws and regulations of the Peoples Republic of China, with
the  approval  of  the  Peoples  Republic  of  China's  Ministry  of  Justice.

     With  the  termination  of  the Joint Venture, the Company has no operating
entity  at  this  time.  On March 16, 2001, the Company entered into a Letter of
Intent  to  acquire  all  the  issued  and  outstanding  stock of H.K. Giantrich
International  Groups,  Limited,  a  Niue  corporation  with  its  corporate
headquarters located in Hong Kong ("Giantrich") in exchange for 25,000,000 newly
issued common shares of our Company.  After the intended acquisition, which will
be  in  effect  a  reverse  merger,  the former owner of Giantrich will become a
majority  shareholder  and thereby assume control of the Company. As part of the
control,  new  management  will  be  introduced  to  the  Company.

     Giantrich  owns  all the rights to extract coal and other natural resources
from  a  significant  operating coal mine in the Shandong Province of China.  On
September 28, 2000, Giantrich acquired the coal mining rights from a state-owned
enterprise  in the Peoples Republic of China.  The majority of the coal products
produced  in  the  mine  are  destined for local distribution in China.  A small
portion  of  its  coal  products  are  exported through an approved agent in the
Peoples Republic of China. In accordance with the September 28, 2000 acquisition
agreement  between  Giantrich  and  the  state-owned  enterprise  in the Peoples
Republic  of  China,  the  mining  operation assets have been assessed to have a
value  of  RMB267,999,600.

     The Company and Giantrich are conducting their needed due diligence at this
time  prior  to  any formal agreement.  No formal Acquisition Agreement has been
entered  into  between  the  parties  at  this  time.  Any formal acquisition of
Giantrich  will  require  the  approval  of  the  Boards  of  Directors  and the
shareholders  of  both  companies.


(B)   BUSINESS  OF  THE  ISSUER

      (1)    PRINCIPAL  PRODUCTS  AND  SERVICES

      The  Company  currently  has  no  products  or  services.  The  Company is
currently  in  the  process  of negotiating an acquisition with Giantrich, which
owns  all  the  rights  to  extract  coal  and  other  natural  resources from a
significant operating coal mine in the Shandong Province of China.  The majority
of  the  coal products  produced in the mine are destined for local distribution
in  China.  Small  portion of its coal products are exported through an approved
agent  in  the  Peoples  Republic  of  China. In accordance with the acquisition
agreement  between  Giantrich  and  the  state-owned  enterprise  in the Peoples
Republic of China, the mining operation assets has been assessed to have a value
of  RMB267,999,600.

     (2)    BUSINESS  STRATEGY

     While  the  Company  believes  that  a formal Acquisition Agreement will be
reached  between  the  Company and Giantrich, as long as negotiations are taking
place  and  as  long  as the formal Acquisition Agreement is not approved by the
shareholders,  the  Company  can make no assurance that the acquisition will, in


<PAGE>
fact,  take  place.  The  effect  of the acquisition as noted, will be a reverse
merger, whereby the former owner of Giantrich will become a majority shareholder
of  the  Company.  As such, the former owner of Giantrich will assume control of
the  Company.  As  part  of the control,  new  management will  be introduced to
the  Company.  The  Company's  business  strategy at this time is to execute the
Acquisition  Agreement  and  to  present  the Agreement to its shareholders at a
Special  Meeting  to  be  called  for  that  purpose.

     (3)    OUR  COMPETITION

     The  Company  currently  has  no  products  or  services.  The  Company  is
currently  in  the  process  of negotiating an acquisition with Giantrich, which
owns  all  the  rights  to  extract  coal  and  other  natural  resources from a
significant  operating coal mine in the Shandong Province of China.  In general,
coal mining operations in China are state owned and state controlled. There  are
several  major  state  owned operators in China one of which is the company that
operates  and  sold  the  mine  to  Giantrich  in  September  28,  2000.

     (4)    OUR  STRATEGY

     The  Company  has  no  strategy  at  this  moment other than to execute the
Acquisition  Agreement  with  Giantrich  and  to  present  the  Agreement to its
shareholders  at  a  Special  Meeting  to  be  called  for  that  purpose.

     (5)    OUR  MARKETING  STRATEGY

     In the event our company acquires Giantrich, the Company plans at that time
to  efficiently use its acquired expertise in the management of the coal mine to
expand  the  product  line  to  its  patrons.

     (6)     EMPLOYEES

     At  present,  the  Company  has  no  employees.  The  Company's  success is
dependent,  in part, upon its ability to attract and retain qualified management
and  technical  personnel.  Competition  for these personnel is intense, and the
Company  will  be  adversely  affected if it is unable to attract key employees.
The  Company  presently  does  not have any pension, health, annuity, insurance,
stock  option,  profit  sharing  or similar benefit plans; however, it may adopt
such  a  plan  in  the future.  The Company has outstanding warrants to purchase
235,316  common shares of it shares at US$2.75 (RMB22.77) per share unrelated to
any  employment  agreement.  These  warrants  expire  in  March  2003.

     (7)     GOING  CONCERN  QUALIFICATION  BY  INDEPENDENT  AUDITORS

     The  Company's  independent  auditors  have  reported  that the Company has
suffered  recurring  net  operating losses and has a current ratio deficit and a
shareholders  deficit  that raises substantial doubt about our Company's ability
to  continue  as  a  going  concern.


ITEM  2.   PROPERTIES

     The  Company's executive offices are located in an office space in Wanchai,
Hong  Kong.  The  lease  expires  May  9,  2001.


<PAGE>
ITEM  3.   LEGAL  PROCEEDINGS

     There  is  no  past,  pending  or,  to  the Company's knowledge, threatened
litigation  or  administrative  action which has or is expected by the Company's
management  to  have  a  material  effect upon our Company's business, financial
condition  or  operations,  including  any  litigation  or  action involving our
Company's  officers,  directors,  or  other  key  personnel.


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

     There  were no matters voted on by the Company's shareholders in the fourth
quarter  of  2000.  The  Company  does however intend to execute the Acquisition
Agreement  it  is  negotiating  at  present  with  Giantrich  and to present the
Agreement to its shareholders at a Special Meeting to be called for that purpose
in  the  near  future.


                                     PART II

ITEM  5.   MARKET  FOR  THE  COMPANY'S  COMMON  EQUIY  AND  RELATED  SHAREHOLDER
          MATTERS

     Our  shares  of  common stock are currently traded on the pink sheets.  The
Company  was  formed  on June 26, 1997. Since October 1997, the Company's common
stock  had  been  listed  for trading on the OTC Bulletin Board under the symbol
"ORPK."  The  trading market for the Company's stock is limited and sporadic and
should  not  be  deemed  to  constitute  an  "established  trading  market".  In
connection with the change of the Company's name to China Gateway Holdings Inc.,
the  Company's  symbol  was  changed  to  "CNGH"  on  December  13,  1999.

     The  following  table  sets  forth the range of bid prices of the Company's
common  stock  during  the periods indicated. Such prices reflect prices between
dealers  in  securities  and  do  not  include  any  retail  markup, markdown or
commission  and  may  not  necessarily  represent  actual  transactions.  The
information  set  forth  below was provided by NASDAQ Trading & Market Services.

                                                        HIGH       LOW
                                                        -----      -----

FISCAL YEAR ENDED DECEMBER 31, 1999

First   Quarter                                         2.00       0.59
Second  Quarter                                         3.59       0.75
Third   Quarter                                         2.25       0.94
Fourth  Quarter                                         2.44       0.69

FISCAL YEAR ENDING DECEMBER 31, 2000

First   Quarter                                         1.13       0.02
Second  Quarter                                         0.75       0.13
Third   Quarter                                         0.48       0.22
Fourth  Quarter                                         0.38       0.16

     The  closing bid price for the common stock as reported by the OTC Bulletin
Board  on  April  17,  2001  was  $0.28.


<PAGE>
     As  of  April  17,  2001,  there were 37 holders of record of the Company's
common  stock.

TRANSFER  AGENT

     The  Company's  transfer  agent  and registrar of the common stock is  U.S.
Stock  Transfer  Corporation,  1745  Gardena  Avenue,  Glendale,  California
91204-2991.

DIVIDEND  POLICY

     The  Company  has  never  paid  dividends  on the common stock and does not
anticipate paying dividends on its common stock in the foreseeable future. It is
the  present  policy of the Board of Directors to retain all earnings to provide
for  the  future  growth  of  the  Company. Earnings of the Company, if any, are
expected  to be retained to finance the expansion of the Company's business. The
payment  of dividends on the Company's common stock in the future will depend on
the  results  of  operations, financial condition, capital expenditure plans and
other  cash obligations of the Company and will be at the sole discretion of the
Board  of  Directors.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

     The  following  is information for all securities that the Company has sold
since  inception  without  registering  the securities under the Securities Act:

     1.  On  June  27,  1997,  the Company issued a total of 2,310,000 shares of
common  stock, consisting of 1,684,856 shares of common stock to Cartier-Fleming
International  Limited, 561,619 shares of common stock to Critical Success Ltd.,
57,750  to  Mr.  Xiang  Bin  and  5,775  shares  to  Mr. Lachlan J. Christie, in
connection  with  the  acquisition of 100% of the interest in Orient Investments
Limited.  The  shares  were  issued  in  a  private transaction not involving an
offering  pursuant  to  Section 4(2) of the Securities Act. This transaction was
characterized  as  a reincorporation and had no financial impact on the Company.

     2.  On  June 27, 1997, the Company issued 285,000 shares of common stock to
4  unrelated  accredited  financial  consultants  of  the  Company  for services
rendered  in connection with the reincorporation discussed in Transaction 1. The
shares  were  issued  pursuant  to  Rule  506  of  Regulation  D.

     3.  On June 27, 1997, the Company issued 180,000 shares of common stock and
an  option  to  purchase 150,000 shares of common stock at $1.66 per share to an
unrelated  accredited  financial consultant of the Company for services rendered
in  connection  with  the reincorporation discussed in Transaction 1. The shares
were  issued  pursuant  to  Rule  504  of Regulation D and the option was issued
pursuant  to  4(2)  of  the  Securities  Act.

     4.  From  July  1997 through March 1998, the Company issued an aggregate of
317,700  shares of common stock to 23 accredited investors at $2.50 per share in
a  private placement, for an aggregate purchase price of $794,250. The investors
either  had  pre-existing  personal or business relationships with the Company's
officers  and/or  directors  or  were  introduced  to  the  Company by financial
consultants  of  the Company who were affiliated with registered broker-dealers.
The  offering  was  done  pursuant  to  Rule  504  of  Regulation  D.


<PAGE>
     5.  From January 1998 through May 1998, the Company issued 45,800 shares of
common  stock  to  8  accredited  investors  at  $2.50  per  share  in a private
placement,  for  an  aggregate  purchase  price  of $114,500. The investors were
introduced  to  the  Company  by  financial  consultants of the Company who were
affiliated  with  registered  broker-dealers. The shares were issued pursuant to
Rule  506  of  Regulation  D.

     6.  From  January 1998 through April 1998, the Company issued 23,050 shares
of  common  stock  to  12 accredited investors for $2.75 per shares in a private
placement,  for  an  aggregate  purchase  of  $63,387.50.  The  investors  were
introduced  to  the  Company  by  financial  consultants of the Company who were
affiliated  with  registered  broker-dealers. The shares were issued pursuant to
Rule  504  of  Regulation  D.

     7.  On  October  31,  1997,  March  20, 1998 and April 3, 1998, the Company
issued  warrants  to an accredited unrelated financial consultant of the Company
to purchase 45,000, 30,000 and 45,000 shares, respectively, at an exercise price
of  $.10  per  share,  for  services  rendered  in  connection  with the private
placements  described  in  Transactions  4,  5  and  6. The warrants were issued
pursuant  to  Rule  504  of  Regulation  D.

     8.  In March 1998 and April 1998, the warrants issued in Transaction 7 were
exercised  for  an  aggregate of 120,000 shares of common stock. The shares were
issued  pursuant  to  Rule  504  of  Regulation  D.

     9.  On  April  8,  1998,  the  option issued in Transaction 3 was exercised
pursuant  to  the  cashless  exercise  provision as provided in the Stock Option
Agreement  for  an  aggregate of 111,692 shares of common stock. The shares were
issued  pursuant  to  Section  4(2)  of  the  Securities  Act.

      10.  On  March  27,  1998, the Company issued 3,000 shares of common stock
and warrants to purchase 125,000 shares of common stock at $.10 per share, which
were  immediately exercised, to an accredited investor for an aggregate purchase
price  of  $100,000.  The investor had a pre-existing business relationship with
the  Company.  The 3,000 shares of common stock were issued pursuant to Rule 504
of  Regulation D and the warrants for the 125,0000 shares and the 125,000 shares
of  common  stock  were  issued  pursuant  to  Rule  506  of  Regulation  D.

      11.  On  April  16,  1998,  the  Company issued warrants to purchase 3,905
shares  of  common  stock  to  an  accredited  investor  in  Transaction  4  as
compensation  for  services  rendered  in  connection  with  Transaction  4. The
warrants  were  issued  pursuant  to  Rule  504  of  Regulation  D.

      12.  On  May  15,  1998,  the  Company  issued  235,316  units,  each unit
consisting of one share of common stock and one warrant to purchase one share of
common  stock  at  an  exercise price of $2.75 per share, at $2.75 per unit in a
private  placement to 24 accredited investors for an aggregate purchase price of
$647,119.  The investors were introduced to the Company by financial consultants
of  the  Company  who  were affiliated with registered broker-dealers. The units
were  issued  pursuant  to  Rule  506  of  Regulation  D.

      13.  On  August 10, 1998, the Company issued 15,000 shares of common stock
to  an accredited unrelated financial consultant for financial services rendered
in  connection  with Transaction 12. The shares were issued pursuant to Rule 504
of  Regulation  D.


<PAGE>
      14.  In  August  1998 and September 1998, the Company issued 10,600 shares
of  common  stock  to  3 accredited unrelated financial consultants for services
rendered  in  connection with Transaction 12. The shares were issued pursuant to
Rule  504  of  Regulation  D.

      15.  From  September  1998  to  November  1998, the Company issued 250,000
units,  each  unit  consisting  of  one share of common stock and one warrant to
purchase  one  share of common stock at the exercise price of $.10, at $1.00 per
unit  to 4 accredited investors for an aggregate purchase price of $250,000. The
investors were introduced to the Company by financial consultants of the Company
who  were  affiliated  with  registered  broker-dealers.  The  units were issued
pursuant  to  Rule  504  of  Regulation  D.

      16.  On  November  5,  1998,  the  Company  issued 20,000 units, each unit
consisting of one share of common stock and one warrant to purchase one share of
common  stock  at  the exercise price of $.10, at $1.50 per unit to 1 accredited
investor for an aggregate purchase price of $30,000. The investor was introduced
to  the Company by a financial consultant of the Company who was affiliated with
a  registered  broker-dealer.  The  units  were  issued  pursuant to Rule 504 of
Regulation  D.

      17.  From  September 1998 to January 1999, warrants issued in Transactions
15  and 16 were exercised for an aggregate of 27,000 shares of common stock. The
shares  were  issued  pursuant  to  Rule  504  of  Regulation  D.

      18.  From  October 1998 to December 1998, the Company issued 35,000 shares
of  common  stock  to  2  accredited  unrelated  consultants  to the Company for
services  rendered  in  connection  with  Transaction 12. The shares were issued
pursuant  to  Rule  504  of  Regulation  D.

      19.  On  December  18,  1998,  the  Company  issued  30,000  shares  to an
accredited  unrelated  advisor  for investor relations services. The shares were
issued  pursuant  to  Rule  504  of  Regulation  D.

      20.  On  December 8, 1998, the Company granted an option to an employee to
purchase  10,000  shares  of  common  stock  at  the  exercise  price of $.10 as
compensation.  The  option  was  issued  pursuant  to  Rule 504 of Regulation D.

      21.  On  December  31,  1998,  the  option  granted  in Transaction 20 was
exercised  for 10,000 shares of common stock. The shares were issued pursuant to
Rule  504  of  Regulation  D.

      22.  On  March 17, 1999, the Company issued 148,000 shares of common stock
to  2  accredited investors at $.50 per share for an aggregate purchase price of
$74,000.  The  investors were introduced to the Company by financial consultants
of  the  Company  who were affiliated with registered broker-dealers. The shares
were  issued  pursuant  to  Rule  504  of  Regulation  D.

      23.  On  April 6, 1999, the Company issued 5,000 shares of common stock to
an accredited unrelated financial consultant for services rendered in connection
with  Transaction  22. The shares were issued pursuant to Rule 504 of Regulation
D.

     The Company believes that the transactions described above were exempt from
registration  under Sections 3(a)(9), 3(b) or 4(2) of the Securities Act because
the  Company  was  not  a development stage company, the aggregate amount of the
subject securities was less than $1,000,000 and the subject securities were sold


<PAGE>
to  a  limited  group  of  persons,  each  of  whom  was believed to have been a
sophisticated  investor  or had a pre-existing business or personal relationship
with  the  Company  or  its  management  and  was  purchasing the securities for
investment  without  a  view  to  further distribution. Restrictive legends were
placed,  as  applicable,  on  stock  certificates  evidencing  the  securities.


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

     The  following  discussion and analysis provides certain information, which
the Company's management believes is relevant to an assessment and understanding
of  the  Company's  results  of  operations and financial condition for the year
ended  December  31, 2000 and 1999.  This discussion and analysis should be read
in  conjunction  with  the Company's financial statements and related footnotes.

     The  Company's auditors have issued a going concern opinion.  The Company's
auditors  have  reported  that  the Company has suffered recurring net operating
losses  and  has a current ratio deficit that raises substantial doubt about our
Company's  ability  to  continue  as  a  going  concern.

OVERVIEW:

     China  Gateway  Holdings Inc., formerly Orient Packaging Holdings Ltd. (the
"Company"),  was  incorporated  in  the  State  of  Delaware  on  June 26, 1997.
Effective  June 27, 1997, the Company issued 2,310,000 shares of common stock to
the shareholders of Orient Investments Limited, a British Virgin Islands company
incorporated  on  January 9, 1997 ("Orient Investment"), in exchange for 100% of
the  capital stock of Orient Investment. Orient Investment owned a 100% interest
in  Orient Packaging Limited ("Orient Packaging"), which was incorporated in the
British  Virgin Islands on May 25, 1993, originally as Orient Financial Services
Limited.

     In  accordance  with  an  agreement between Orient Packaging and Wuhan Dong
Feng  Paper  Mill  Company,  a Peoples' Republic of China state-owned enterprise
Company dated December 20, 1996 (the "Joint Venture Agreement"), a Joint Venture
was  established  with a term of 30 years from the date the business license was
issued to engage in the manufacture and sale of cartonboard packaging materials.
The  Joint Venture produced primarily coated and uncoated white-lined chipboard,
which  were  the most common types of cartonboard used in consumer packaging for
beverages,  dry  foodstuffs,  pharmaceutical  products and other consumer items.

     On March 20, 2001, after continuous negotiations with Wuhan Dong Feng Paper
Mill  Company,  its  Joint  Venture partner in China, the Company entered into a
formal  Termination  Agreement  with  them  in accordance with Article 68(2) and
Article  68(5) of the Joint Venture's Articles of Association and other relevant
provisions in the Joint Venture Agreement.   In accordance with said Termination
Agreement,  each  of  the  partners in the Joint Venture agreed not to pursue or
make  claims against the other for any damages, compensation or liabilities.  On
April 9, 2001, the Company received a formal legal opinion from China Law Office
in  Hong  Kong, as to the validity of the termination and the mutual releases in
the  March  20th, 2001 Joint Venture Termination Agreement.  China Law Office is
the  sole  foreign Law firm in Hong Kong to practice the laws and regulations of
the  Peoples  Republic  of  China,  with the approval of the Peoples Republic of
China's  Ministry  of  Justice.


<PAGE>
     With  the  termination  of  the Joint Venture, the Company has no operating
entity  at  this  time.  On March 16, 2001, the Company entered into a Letter of
Intent  to  acquire  all  the  issued  and  outstanding  stock of H.K. Giantrich
International  Groups,  Limited,  in exchange for 25,000,000 newly issued common
shares  of our Company.  After the intended acquisition, which will be in effect
a  reverse  merger,  the  former  owner  of  Giantrich  will  become  a majority
shareholder  and  thereby assume control of the Company. As part of the control,
new  management  will  be  introduced  to  the  Company.

     Giantrich  owns  all the rights to extract coal and other natural resources
from  a  significant  operating coal mine in the Shandong Province of China.  On
September 28, 2000, Giantrich acquired the coal mining rights from a state-owned
enterprise  in the Peoples Republic of China.  The majority of the coal products
produced  in  the  mine  are  destined for local distribution in China.  A small
portion  of  its  coal  products  are  exported through an approved agent in the
Peoples Republic of China. In accordance with the September 28, 2000 acquisition
agreement  between  Giantrich  and  the  state-owned  enterprise  in the Peoples
Republic of China, the mining operation assets has been assessed to have a value
of  RMB267,999,600.

     The Company and Giantrich are conducting their needed due diligence at this
time  prior  to  any formal agreement.  No formal Acquisition Agreement has been
entered  between  the parties at this time.  Any formal acquisition of Giantrich
will  require  the  approval  of the Boards of Directors and the shareholders of
both  companies.


RESULTS  OF  OPERATIONS:

YEARS  ENDED  DECEMBER 31, 2000 AND 1999:

CHINA  GATEWAY  HOLDINGS  INC.  -

     GENERAL  AND  ADMNISTRATIVE  EXPENSES.     For  the year ended December 31,
2000,  general  and  administrative  expenses were RMB 4,235,710, as compared to
general and administrative expenses of RMB 1,870,699 for the year ended December
31, 1999. General and administrative expenses increased by RMB 2,365,011 in 2000
as  compared  to  1999  primarily  as  a  result  of  an  increase  in legal and
professional  fees  of  approximately RMB 1,930,000 and as a result of the write
off  of  an  amounts  receivable  from  former  shareholder of approximately RMB
427,600.

     OTHER  INCOME  (EXPENSE).     The  Company had interest income of RNB 6,503
and  service  income  from  affiliated  companies of RMB 349,286 during the year
ended  December  31,  2000.  The  Company  had  interest income of RMB 1,913 and
commission income of RMB 767,689 during the year ended December 31, 1999.  There
was  no  commission  income  in  2000  and  no  service  income  in  1999.

     INCOME  TAXES.     The Company did not recognize any income tax expense for
the  year  ended  December  31,  2000 and 1999. The Company is subject to income
taxes  on  an  entity  basis  on  income  arising  in  or  derived  from the tax
jurisdiction  in  which  each  entity is domiciled. The Company's British Virgin
Islands  subsidiaries  are  not  liable  for  income  taxes.

     DISCONTINUED OPERATIONS.   Losses from operations of the Joint Venture were
RMB  5,495,682 and RMB 5,656,472 for 2000 and 1999, respectively and the loss on
disposal  of  the Joint Venture was RMB 12,558,802 in 2000 for a total loss from
discontinued  operations of RMB 18,055,484 and RMB 5,656,472 for the years ended
December  31,  2000  and  1999,  respectively.


<PAGE>
     NET  LOSS.     Net  loss was RMB 21,935,405 for the year ended December 31,
2000, as compared to a net loss of RMB 6,757,569 for the year ended December 31,
1999.  Loss  from  continuing operations was RMB 3,879,921 and RMB 1,101,097 for
the  years  ended  December  31,  2000  and  1999,  respectively  and  loss from
discontinued operations was RMB 18,055,484 and RMB 5,656,472 for the years ended
December  31, 2000 and 1999, respectively.   Net loss per share was RMB 5.09 for
2000 and RMB 1.60 for 1999, loss from continuing operations was RMB 0.90 and RMB
0.26  for  2000  and  1999,  respectively  and  loss per share from discontinued
operations  was  RMB  4.19  and  RMB  1.34  for  2000  and  1999,  respectively.

FINANCIAL  CONDITION  -  DECEMBER  31,  2000:

LIQUIDITY  AND  CAPITAL  RESOURCES:

CHINA  GATEWAY  HOLDINGS  INC.:

     OPERATING.     For  the  year  ended  December  31,  2000,  the  Company's
operations  utilized  cash  resources of RMB 2,382,824, as compared to utilizing
cash  resources  of  RMB  1,804,906  for the year ended December 31, 1999. As of
December  31,  2000,  the  Company  had  a net working capital deficiency of RMB
4,945,566,  equivalent  to  a  current ratio of 0.03:1. The Company's operations
utilized  more  cash resources in 2000 as compared to 1999 primarily as a result
of  an  increasing  in  the  operating  loss.

     INVESTING.     During  the  year  ended  December  31,  2000,  there was no
addition  to  property and equipment. Additions to property and equipment during
the  year  ended December 31, 1999 were RMB 99,143. Additional transactions with
respect  to  the  Joint  Venture  are  described  above  at  "Overview".

      FINANCING.     From  March  1997 through December 2000, the Company relied
primarily  on  the  sale  of its securities for the working capital resources to
fund  its  operations  and  investments  in  the  Joint  Venture.

     During the year ended December 31, 2000 and 1999, certain shareholders made
advances  to  the  Company totaling RMB 2,021,482 (1999: RMB 779,322), which are
unsecured,  non-interest  bearing  and  are  payable  on  demand.

INFLATION  AND  CURRENCY  MATTERS:

     In  recent  years,  the  Chinese  economy  has experienced periods of rapid
growth as well as relatively high rates of inflation, which in turn has resulted
in  the  periodic  adoption  by  the  Chinese  government  of various corrective
measures  designed  to  regulate  growth  and contain inflation. Since 1993, the
Chinese  government  has  implemented  an  economic  program designed to control
inflation,  which has resulted in the tightening of working capital available to
Chinese  business enterprises. The recent Asian financial crisis has resulted in
a  general  reduction in domestic production and sales, and a general tightening
of  credit,  throughout  China.  The success of the Company, particularly if the
Company  acquires Giantrich, depends in substantial part on the continued growth
and  development  of  the  Chinese  economy.


<PAGE>
     Foreign  operations  are  subject  to  certain risks inherent in conducting
business  abroad,  including  price  and  currency  exchange  controls,  and
fluctuations  in the relative value of currencies. Changes in the relative value
of  currencies  may occur periodically and may, in certain instances, materially
affect the Company's results of operations. Both the conversion of Renminbi into
foreign  currencies and the remittance of foreign currencies abroad requires the
approval of the government of China. The Renminbi is not freely convertible into
foreign  currencies,  and  the ability to convert the Renminbi is subject to the
availability  of  foreign  currencies.  Effective  December 1, 1998, all foreign
exchange  transactions involving the Renminbi must take place through authorized
banks  in  China at the prevailing exchange rates quoted by the People's Bank of
China.  The  Company  expects  that  a  portion  of its revenues will need to be
converted  into  other currencies to meet foreign currency exchange obligations,
including  the  payment  of  any  dividends  declared.

     Although  the  central government of China has repeatedly indicated that it
does not intend to devalue its currency in the near future, recent announcements
by  the  central  government of China indicate that devaluation is an increasing
possibility.  Should  the  central  government  of  China  decide to devalue the
Renminbi,  the  Company  does  not  believe  that  such  an  action would have a
detrimental  effect  on the Company's operations, since the Company conducts and
intends  to  conduct virtually all of its business in China, and the sale of its
products  is  settled  in Renminbi. However, devaluation of the Renminbi against
the  United  States  dollar  would  adversely  affect  the  Company's  financial
performance  when  measured  in  United  States  dollars.

RECENT  ACCOUNTING  PRONOUNCEMENTS:

     In  June  1998,  the Financial Accounting Standards Board issued Statements
of  Financial  Accounting  Standards  No.  133  ("SFAS No. 133"), Accounting for
Derivative  Instruments and Hedging Activities.  SFAS No. 133 requires companies
To  recognize  all  derivative  contracts as either assets or liabilities in the
balance  sheet  and  to measure them at fair value.  In June 2000, the Financial
Accounting  Standards  Board  issued Statement on Financial Accounting Standards
No.  138  ("SFAS  No.  138"),  Accounting for Certain Derivative Instruments and
Certain  Hedging Activities.  SFAS No. 138 states that if certain conditions are
met,  a  derivative  may be specifically designated as a hedge, the objective of
which  is  to  match  the  timing  of  gain  or  loss recognition on the hedging
derivative  with  the  recognition  of  (I) the changes in the fair value of the
hedged  asset  or  liability  that  are attributable to the hedged risk (ii) the
earnings  effect  of  the  hedged  forecasted transaction.  For a derivative not
designated  as a hedging instrument, the gain or loss is recognized as income in
the period of change. SFAS No. 133 and 138 are effective for all fiscal quarters
fiscal  years beginning after June 15, 2000.  The Company is currently analyzing
the  financial impact (if any) the adoption of SFAS No. 133 and 138 will have on
the  Company's  financial  statements.

     In  December  1999,  the  staff  of  the Securities and Exchange Commission
issued  Staff  Accounting  Bulletin  ("SAB")  No.  101,  Revenue  Recognition in
Financial  Statements. SAB No. 101, as amended by SAB No. 101A and SAB No. 101B,
is  effective  no later than the fourth fiscal quarter of fiscal years beginning
after  December  15,  1999.  SAB  No. 101 provides the Staff's views in applying
generally accepted accounting principles to selected revenue recognition issues.
The  Company  believes  that  it  complies  with  the  accounting and disclosure
described  in  SAB No. 101; therefore, management believes that SAB No. 101 will
not  impact  the  Company's  consolidated  financial  statements.


<PAGE>
ITEM  7.  FINANCIAL  STATEMENTS

     The  audited balance sheets of the Company for the years ended December 31,
2000  and  1999  and  related statements of operations, stockholders' equity and
cash  flows  for  the  years  ended  December  31,  2000  and 1999 are included,
following  Item  13,  in  sequentially numbered pages numbered F-1 through F-18.
The  page  numbers  for  the  financial  statement  categories  are  as follows:


                                      Index
                                                                            Page

Independent auditors' report                                                 F-2

Consolidated balance sheets                                                  F-3

Consolidated statements of operations                                        F-4

Consolidated  statements  of  shareholders'  equity  (deficit)
 And comprehensive income (loss)                                             F-5

Consolidated statements of cash flows                                        F-6

Notes to consolidated financial statements                                   F-7


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

       None.



                                    PART III.

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

DIRECTORS  AND  EXECUTIVE  OFFICERS

     The following table and text sets forth the names and ages of all directors
and  executive  officers  of  the Company and the key management personnel as of
December  31,  2000.  The Board of Directors of the Company is comprised of only
one  class.  All  of  the  directors will serve until the next annual meeting of
stockholders  and  until  their  successors  are elected and qualified, or until
their  earlier  death,  retirement,  resignation  or removal. Executive officers
serve  at  the  discretion  of the Board of Directors and are appointed to serve
until  the  first  Board  of  Directors  meeting following the annual meeting of
stockholders. Also provided is a brief description of the business experience of
each  director and executive officer and the key management personnel during the
past  five  years  and  an  indication of directorships held by each director in
other  companies  subject  to  the  reporting  requirements  under  the  Federal
securities  laws.


<PAGE>
      NAME                     AGE     POSITION
      ----                     ---     --------

      Danny  Wu                 40     Chairman of the Board of Directors,
                                       Chief  Executive Officer and Secretary

      Lawrence  Hon             52     Director

      Derek  Yu                 48     Director  (As  of  March  2001)

      Steven  Tang              45     Director  (Resigned  in  May  2000)

      Vincent  Chan             37     Director  (Resigned  in  March  2001)

      Chen  Yuen  Chen          30     Vice  President  -  Business Department

      Oscar  Shen               26     Accounting  and  Finance  Manager
                                       (Resigned  in  August  2000)


     THE  OFFICERS  AND  DIRECTORS  OF  THE  COMPANY  ARE  SET  FORTH  BELOW.

     DANNY  W.  WU  was  appointed  Chairman  of  the  Board of Directors, Chief
Executive  Officer  and  Secretary of the Company in March 1999. Mr. Wu has over
ten  years  of  experience  in international trade, manufacturing management and
directed  investment  in  China. He started as a loan officer in Hang Lung Bank,
Hong Kong. He joined the Hong Kong Trade Development Council (HKTDC) in 1985 and
was  in  charge  of  promoting HKTDC's services to the local business community.
Subsequently,  he  was  assigned  to  promote  Hong  Kong's  export  trade  and
investments  and  assisted  a number of foreign companies to invest in Hong Kong
and  China  during  that  period.  Mr.  Wu was then promoted to project manager,
responsible  for  organizing  and  the  overall  management  of  a  number  of
international  conventions  and exhibitions. He joined Quanta Industries Inc., a
Taiwanese  conglomerate,  in 1989 as the general manager of its Hong Kong office
overseeing  trading,  direct  investment activities and setting up joint venture
enterprises  in  China.  The  joint  ventures  related  to  catering,  cable
manufacturing  and  metal  processing.  He  was  also  involved  in  the general
financial  management  of  these  ventures.  Mr.  Wu  was  a  founding member of
Sino-Forest  Corporation,  a  company listed on the Toronto Stock Exchange, with
investments  in  forestry in China. He was responsible for market development of
wood  chips  and  procurement  in  China  and  Asia.  In 1995, Mr. Wu founded an
investment company, and invested in a number of ventures in China, Hong Kong and
the United States. He is a graduate of the University of Hong Kong with a degree
in  management  studies  and  economics.

      LAWRENCE  HON  was  appointed  a director of the Company in March 1999. He
started  his career as a professional accountant. In 1984, Mr. Hon joined Modern
Printing  Equipment  Ltd.  as  the Financial Director. Modern Printing Equipment
Ltd.  was  a subsidiary of KNP BT, a Dutch-based multinational group. KNP BT was
the  world's  eighth largest forestry group specializing in paper, packaging and
printing.  He  was  promoted to KNP BT's Regional Financial Director in 1986 and
Deputy Managing Director of Asian Operations in 1990, responsible for Hong Kong,
China,  Taiwan  and  Korea.  Between 1994 and 1996, Mr. Hon served as the Senior
Vice President of Sino-Forest Corporation, a company listed on the Toronto Stock
Exchange.  Mr.  Hon  was in charge of tree plantation, which provided wood fiber
for  paper, packaging and panel-board production. Mr. Hon is currently the Chief
Executive  Officer  and  President  of  AgroCan  Corporation, a public reporting


<PAGE>
company  specializing  in the production and distribution of fertilizer products
in China. Mr. Hon is a professional accountant with fellowship in the respective
accountants'  associations in Hong Kong and the United Kingdom. He also holds an
MBA  degree  and  a  professional  qualification  in  Information  Technology.

VINCENT  C.H.  CHAN  was  appointed a director of the Company in March 1999.  In
1996, Mr. Chan joined Suez Asia Inc., a European investment fund for China as an
investment  director.  Between 1989 and 1996, he served in various capacities in
the  financial  field,  including  corporate  finance  and direct investment for
Standard  Chartered  Asia Limited and HSBC Private Equity Management Limited. He
has  over  11  years  of  experience  in  direct  investments  and  mergers  and
acquisitions  in  Asia,  including  China.  Mr.  Chan  received a B.A. degree in
geography  and  economics  from  the  University of Hong Kong in 1986 and an MBA
degree  from  the Manchester Business School in the United Kingdom in 1998.  Mr.
Chan  resigned  in  March,  2001.

     DEREK  YU  was appointed a director of the Company on March 31, 2001.   Mr.
Derek Yu replaced Mr. Vincent Chan, who resigned as a Director on March 31, 2001
and served in that capacity from March, 1999 as Director of the registrant.  Mr.
Yu received his  Bachelor of Arts Degree with Honors from Manchester University,
Manchester,  England in 1977.  He has twenty-four years experience in accounting
In various positions including as Financial Controller, and as General  Manager.
He  began  his career in accounting with Febeson & Arbeid Chartered Accountants,
London,  England.  He  has  worked in various accounting and auditing  positions
from  1977  through  1991.  He  has  served  as  Financial  Controller  for  GSL
Engineering  Ltd.,  Hong  Kong  from 1992 through 1996.  He has been the General
Manager  of Tycoon International Tobacco Ltd., Hong Kong from 1996 through 1997.
From  1997  through  1999  he  has  been  General  Manager  for  Tianjin  Utilux
Electronics  Co.  Ltd., Tianjin, China.  From 2000 to the present, Mr. Yu serves
as  Manager  of  Sunrise  Trading  Ltd.  Hong  Kong.

     STEVEN TANG was appointed a director of the Company in March 1999. Mr. Tang
is  the President of Viasystems Asia Pacific Ltd. based in Hong Kong. Viasystems
Asia  Pacific  Ltd. is the Asia subsidiary of Viasystems Group, Inc., with sales
turnover  of  over  US$1.4  billion  in the printed circuit board and electronic
assembly  business.  Mr.  Tang has extensive experience operating in China, Asia
and  the  United  States. He was the managing director for Utilux Asia Ltd. from
1994 to 1999. Previously, he was the general manager for Amphenol East Asia Ltd.
in  the  electronics  and  interconnect business. Mr. Tang has a B.Sc. degree in
electrical  and  electronics  engineering  from Nottingham University and an MBA
degree from Bradford University in the United Kingdom. Mr. Tang resigned in May,
2000.

     YUAN-CHENG  CHEN  was  appointed Vice President of Business Development for
the  Company  in  March  1999.  Mr.  Chen  is  responsible  for sales and market
development  for  the  Company's  products  produced  by  the Packaging and Wood
Divisions.  Mr.  Chen has a strong technical background and extensive experience
in  the  printing  and  packaging industry in China. From 1993 through 1999, Mr.
Chen  was  the  Marketing  Manager for a major toy manufacturer in Guangzhou. He
managed  a  team  of  30  sales and marketing personnel. He is a graduate of the
Faculty  of  Electronics  of  the Beijing Printing Institute where he majored in
electronic  publishing.

     OSCAR  SHEN  was appointed Accounting and Finance Manager of the Company in
1999.  Mr. Shen joined Ernst and Young in 1997 as an auditor and participated in
the  audits  of  major  listed companies in Hong Kong. He joined Hong Kong Metal
Work  Co.  Ltd.  in  1996  and  was  involved  in  the  establishment  of  a new
computerized  accounting  system for the accounting and shipping departments. In


<PAGE>
1995,  he  joined Lippo Asia Investment Management (HK) Limited and was involved
in  financial analysis and corporate finance. Mr. Shen received his education in
Hong  Kong,  Canada and the United States. He is a graduate of the University of
Wisconsin-Madison  with  an  accounting major. Mr. Shen resigned in August 2000.


COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

     Section  16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers and persons who own more than 10%
of a registered class of the Company's equity securities to file various reports
with  the  Securities  and Exchange Commission concerning their holdings of, and
transactions  in,  securities  of  the  Company. Copies of these filings must be
furnished  to  the  Company. During the fiscal years ended December 31, 2000 and
1999,  the  Company  did  not  have  any  class  of equity securities registered
pursuant  to  Section 12 of the Securities Exchange Act of 1934, as amended, and
accordingly,  was not subject to the reporting requirements of Section 16 of the
Securities  Exchange  Act  of  1934,  as  amended.


ITEM  10.  EXECUTIVE  COMPENSATION

     The  following  table  sets  forth  the compensation paid during the fiscal
years  ended  December  31,  2000,  1999,  1998  and 1997 to the Company's Chief
Executive  Officer.  No  officer  of the Company received annual compensation in
excess  of  US$100,000  per  annum  during  such  years.

                           SUMMARY  COMPENSATION  TABLE

      NAME  AND PRINCIPAL POSITION                              YEAR      SALARY
      ----------------------------------------------          --------  --------

      Danny  Wu(1), Chairman, Chief Executive                  2000       US$nil
      Officer  and  Secretary                                  1999       US$nil
      Nils  A.  Ollquist(1),  Chairman, President,             1999       US$nil
      Chief  Executive  Officer  and  Secretary                1998    US$86,710
                                                               1997    US$88,258

(1)  On  March 20, 1999, Nils A. Ollquist resigned as Chairman, President, Chief
Executive  Officer  and  Secretary and Danny Wu became Chairman, Chief Executive
Officer  and  Secretary.

COMPENSATION  AGREEMENTS

     There  are  currently  no  long-term  employment  or  consulting agreements
between  the  Company  and  the  executive officers or directors of the Company.

BOARD  OF  DIRECTORS

     During  the  year  ended  December  31,  2000,  all  corporate actions were
conducted  by  unanimous  written  consent  of the Board of Directors. Directors
receive  no  compensation  for  serving  on  the  Board  of  Directors,  but are
reimbursed  for any out-of-pocket expenses incurred in attending board meetings.
The  Company  had no audit, nominating or compensation committees, or committees
performing  similar  functions,  during  the  year  ended  December  31,  2000.


<PAGE>
STOCK  OPTION  PLAN

     As of December 31, 2000, the Company has not adopted a stock option plan to
reward and provide incentives to its officers, directors, employees, consultants
and  other  eligible  participants,  but is anticipating to do so in the future.
Awards  under  any  plan  may  be  in  the  form  of  incentive stock options or
non-qualified  stock  options.  The  Company  will not grant non-qualified stock
options  with an exercise price of less than 85% of the fair market value of our
common  stock on the date of the grant of the relevant option.  The plan will be
administered by the Company's Board of Directors, which are authorized to select
the  plan  recipients,  the time or times at which awards may be granted and the
number  of  shares  to  be  subject  to  each  option  awarded.

INDEMNIFICATION

     Under  the  Company's  Article of Incorporation and its Bylaws, the Company
may  indemnify  an  officer  or  director who is made a party to any proceeding,
including  a law suit, because of his position, if he acted in good faith and in
a  matter  he  reasonably  believed  to  be in the Company's best interest.  The
Company  may advance expenses incurred in defending a proceeding.  To the extent
that  the  officer or director is successful on the merits in a proceeding as to
which  he  is  to  be  indemnified,  the  Company must indemnify him against all
expenses  incurred,  including  attorney's  fees.  With respect to a  derivative
action, indemnity may be made only for expenses actually and reasonably incurred
in  defending  the proceeding, and if the officer or director  is judged liable,
only  by  a  court  order.  The indemnification is intended to be to the fullest
extent  permitted  by  the  laws  of  the  State  of  Delaware.

     Regarding  indemnification for liabilities arising under the Securities Act
of 1933, which may be permitted to directors or officers under Delaware law, the
C0mpany  is  informed  that,  in  the  opinion  of  the  Securities and Exchange
Commission,  indemnification  is  against public policy, as expressed in the Act
and  is,  therefore,  unenforceable.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

     The  following table sets forth certain information as of December 31, 2000
with  respect  to the beneficial ownership of the common stock of the Company by
each  beneficial owner of more than 5% of the outstanding shares of common stock
of the Company, each director, each executive officer and all executive officers
and  directors  of  the Company as a group, the number of shares of common stock
owned  by  each  such  person  and group and the percent of the Company's common
stock  so  owned.

     As  used  in  this section, the term beneficial ownership with respect to a
security  is  defined by Rule 13d-3 under the Exchange Act as consisting of sole
or  shared  voting power (including the power to vote or direct the vote) and/or
sole or shared investment power (including the power to dispose of or direct the
disposition  of) with respect to the security through any contract, arrangement,
understanding,  relationship  or  otherwise,  subject to community property laws
where  applicable. Each person has sole voting and investment power with respect
to  the  shares  of  common  stock,  except  as  otherwise indicated. Beneficial
ownership consists of a direct interest in the shares of common stock, except as
otherwise  indicated.  The  address of those persons for which an address is not
otherwise  indicated  is CLI Building, Suite 1003, 313 Hennessy Road, Hong Kong.


<PAGE>
NAME  OF  BENEFICIAL OWNER      NUMBER OF SHARES             PERCENTAGE OF CLASS
--------------------------      ------------------           -------------------

Danny  Wu                        1,250,000(2)                        29.02%
Lawrence  Hon                    1,250,000(2)                        29.02%
Vincent  Chan                      172,868(3)                         4.01%
Steven  Tang                              --                            --%
All  Directors  and  Executive  Officers
as  a group (4 persons)             1,422,868                        33.03%

5%  Beneficial  Owners
Gateway  Worldwide  Ltd.            1,250,000                        29.02%

Cartier-Fleming
International  Limited                518,606                        12.04%

(1)  Calculations  based  upon  4,307,158  shares  issued  and  outstanding  on
December  31,  2000.
(2)  Represents  1,250,000  shares  held  by  Gateway  Worldwide Ltd., a British
Virgin  Island  corporation  owned  equally  by  Lawrence  Hon  and  Danny  Wu.
(3)  Represents  172,868  shares held by Critical Success Ltd., a British Virgin
Islands  corporation,  of  which  Mr.  Chan  is  the sole shareholder.  Mr. Chan
resigned  in  March,  2001.


CHANGES  IN  CONTROL

     The  Company  has  entered  into  a Letter of Intent with the owner of H.K.
Giantrich  International  Group,  Limited, a Niue corporation with its corporate
headquarters  located in Hong Kong ("Giantrich") to purchase all of Giantrich in
exchange  for  25,000,000  newly  issued  shares  of  our  Company.  If  a final
Acquisition  Agreement is reached between the owner of Giantrich and the Company
and  if  it  is  ultimately  ratified by the Company's shareholders, which is in
effect  a  reverse  merger, the former owner of Giantrich will become a majority
shareholder  and thereby assume control of the Company.  As part of the control,
new  management  will  be  introduced  to  the  Company.


ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     During  the  year ended December 31, 1999, the Company advanced RMB 160,585
and  RMB  2,245 to a shareholder and employees, respectively and at December 31,
1999,  the Company had RMB 427,518 due from the shareholder.  During 2000, these
advances  were  written  off.

     During the year ended December 31, 2000, certain shareholders made advances
to  the  Company  totaling RMB 2,021,485 (1999: RMB 779,322). These advances are
unsecured,  non-interest  bearing  and  are  due  on  demand.

     During the year ended December 31, 2000, an affiliated company advanced RMB
289,776  to  the Company, which is unsecured, non-interest bearing and is due on
demand.

     During  the  year  ended  December  31,  2000  and 1999, the Company earned
service  income  of  RMB  349,311  (1999: RMB 62,816) from affiliated companies.


<PAGE>
     When  the  Joint Venture was formed in 1997, it owed the Joint Venturer net
current  payables  in  excess of RMB 33,000,000. In order to assist the economic
viability  of the Joint Venture, effective December 31, 1998, the Joint Venturer
forgave RMB 26,112,048 of the initial indebtedness. Because the debt forgiveness
was  made by a significant equity investor in the Joint Venture, for US GAAP the
Company  has  accounted for the debt extinguishment as a capital contribution by
the  Joint  Venturer  resulting  in  an  increase  in  minority  interest of RMB
10,444,819 and an increase in capital in excess of par of RMB 15,667,229. During
the  year  ended December 31, 1999, the Joint Venturer forgave an additional RMB
16,329,758  of  indebtedness,  resulting  in an increase in minority interest of
RMB6,531,903  and  an  increase in capital in excess of par of RMB 9,797,855. No
debt  was  forgiven  during  the  year  ended  December  31,  2000.


                                    PART IV.

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)  Exhibits:

Exhibit  Number     Document  Description
---------------     ---------------------

      3.1         Certificate  of  Incorporation  as  filed  with  the  Delaware
                  Secretary of State on June 27, 1997, incorporated by reference
                  To the Company's Registration  Statement  on Form  10-SB filed
                  With the Securities and Exchange Commission on January 7, 2000

      3.2         Bylaws,   incorporated   by   reference   to   the   Company's
                  Registration Statement on Form 10-SB filed with the Securities
                  and  Exchange  Commission  on  January  7,  2000.

      5.1         Legal  Opinion of  China Law  office regarding  the financial/
                  legal liabilities  upon termination of the  Joint Venture with
                  Wuhan Dong Feng Paper Mill Company  for establishment of Wuhan
                  Dong Feng Paper Company Limited  incorporated by  reference to
                  The  Company's  Form  8-K  Current   Report  filed   with  the
                  Securities  and  Exchange  Commission  on  April  16,  2001.

     10.1         Joint  Venture with  Wuhan Dong Feng  Paper Mill  Company  for
                  establishment   of  Wuhan  Dong  Feng  Paper  Company  Limited
                  incorporated   by  reference  to  the  Company's  Registration
                  Statement on Form 10-SB filed with the Securities and Exchange
                  Commission  on  January  7,  2000.

     10.2         Tenancy Agreement  incorporated by  reference to the Company's
                  Registration Statement on Form 10-SB filed with the Securities
                  and  Exchange  Commission  on  January  7,  2000.

     10.3         Termination  Agreement  of  the  Joint Venture with Wuhan Dong
                  Feng Paper Mill Company for  establishment of  Wuhan Dong Feng
                  Paper  Company   Limited  incorporated  by  reference  to  the
                  Company's Form 8-K  Current Report  filed with  the Securities
                  and  Exchange  Commission  on  April  16,  2001.

     21.1         Subsidiaries of  Registrant incorporated  by reference  to the
                  Company's  Registration Statement on Form 10-SB filed with the
                  Securities  and  Exchange  Commission  on  January  7,  2000.


<PAGE>
     (b)  Reports  on  Form 8-K:  The Company filed a Form 8-K on April 16, 2001
relating  to  the  termination  of  the Joint Venture Agreement, the resignation
Vincent  Chan as Director and the Company's Letter of Intent with H.K. Giantrich
International  Groups,  Limited.


                                   SIGNATURES

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

                                      CHINA  GATEWAY  HOLDINGS  INC.
                                      ------------------------------------------
                                      (Registrant)

Date:  04/18/01                       By:  /s/  DANNY  WU
                                         ---------------------------------------
                                       Danny  Wu
                                       Chief  Executive  Officer

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


Date:  04/18/01                       By:  /s/  DANNY  WU
                                          --------------------------------------
                                        Danny  Wu
                                        Chief  Executive  Officer,  Secretary
                                        and  Chairman  of  the  Board  of
                                        Directors

Date:  04/18/01                       By:  /s/  LAWRENCE  HON
                                          --------------------------------------
                                        Lawrence  Hon
                                        Director

Date:  04/18/01                       By:  /s/  DEREK  YU
                                          --------------------------------------
                                        Derek  Yu
                                        Director

Date:  04/18/01                       By:  /s/  CHEN  YUEN  CHEN
                                          --------------------------------------
                                        Chen  Yuen  Chen
                                        Vice  President  -  Business  Department


<PAGE>
================================================================================
                          CHINA GATEWAY HOLDINGS, INC.
================================================================================


                        CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2000 AND 1999


<PAGE>
================================================================================
                          CHINA GATEWAY HOLDINGS, INC.
================================================================================


                        CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2000 AND 1999



CONTENTS                                                   PAGES
Independent auditors' report                               F-2

Consolidated balance sheets                                F-3

Consolidated statements of operations                      F-4

Consolidated statements of shareholders' equity (deficit)
 and comprehensive income (loss)                           F-5

Consolidated statements of cash flows                      F-6

Notes to consolidated financial statements                 F-7


<PAGE>
                          INDEPENDENT AUDITORS' REPORT


The  Board  of  Directors  and  Shareholders
China  Gateway  Holdings,  Inc.

     We  have  audited  the  accompanying  consolidated  balance sheets of China
Gateway  Holdings,  Inc.  and subsidiaries as of December 31, 2000 and 1999, and
the  related  consolidated  statements  of  operations,  shareholders'  equity
(deficit)  and comprehensive income (loss), and cash flows for each of the years
in  the  two-year period ended December 31, 2000. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an  opinion  on  these  financial  statements  based  on  our  audits.

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

     In  our  opinion,  the  consolidated financial statements referred to above
present  fairly,  in  all  material  respects,  the  financial position of China
Gateway  Holdings,  Inc.  and subsidiaries as of December 31, 2000 and 1999, and
the  results  of  their operations and their cash flows for each of the years in
the  two-year  period  ended  December  31,  2000,  in conformity with generally
accepted  accounting  principles.

     The  accompanying financial statements have been prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 2 to the
financial  statements,  the  Company  disposed  of  its  Joint  Venture interest
effective  December  31, 2000. For the year ended December 31, 2000, the Company
incurred  a loss from continuing operations of RMB3,879,921, and at December 31,
2000  had  a  working  capital  deficiency  of  RMB4,945,566 and a shareholders'
deficit  of  RMB4,878,951,  which  raise  substantial  doubt about the Company's
ability  to  continue  as a going concern. Management's plans in regard to these
matters  are  also  discussed in Note 2. The financial statements do not include
any  adjustments  that  might  result  from  the  outcome  of  this uncertainty.




HORWATH GELFOND HOCHSTADT PANGBURN, P.C.
Denver,  Colorado
March  21,  2001


                                       F-2
<PAGE>
<TABLE>
<CAPTION>
================================================================================
                              CHINA GATEWAY HOLDINGS, INC.
================================================================================

                               CONSOLIDATED BALANCE SHEETS
                               DECEMBER 31, 2000 AND 1999


                                                    2000          2000          1999
                                                ------------  ------------  ------------
                                                 US DOLLARS        RMB           RMB
<S>                                             <C>           <C>           <C>
ASSETS

Current assets:
  Cash                                          $     9,673        80,085        48,169
  Deposits and other current assets                   9,349        77,402       931,446
                                                ------------  ------------  ------------

    Total current assets                             19,022       157,487       979,615
                                                ------------  ------------  ------------

Property, plant and equipment, net
  of accumulated depreciation (Note 4)                8,046        66,615        88,820
Investment in Joint Venture                               -             -    18,055,484
                                                ------------  ------------  ------------

    Total assets                                $    27,068       224,102    19,123,919
                                                ============  ============  ============

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Accounts payable                              $   109,383       905,615       905,615
  Other payable and accrued expenses                131,329     1,087,312       466,464
  Due to Joint Venturer (Note 5)                      2,360        19,546        19,546
  Due to affiliates (Note 5)                        373,290     3,090,580       779,322
                                                ------------  ------------  ------------

    Total liabilities (all current)                 616,362     5,103,053     2,170,947
                                                ------------  ------------  ------------

Shareholders' equity (deficit) (Note 6):
  Common stock, US $0.0001 par value,
    authorized 50,000,000 shares; issued
    and outstanding; 4,307,158 shares                   431         3,568         3,568
  Capital in excess of par                        5,063,867    41,925,275    41,925,275
  Deficit                                        (5,663,974)  (46,893,737)  (24,958,332)
  Accumulated comprehensive income (loss)            10,382        85,943       (17,539)
                                                ------------  ------------  ------------

    Total shareholders' equity (deficit)           (589,294)   (4,878,951)   16,952,972
                                                ------------  ------------  ------------

    Total liabilities and shareholders'
      equity (deficit)                          $    27,068       224,102    19,123,919
                                                ============  ============  ============
</TABLE>

                 See notes to consolidated financial statements.


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
================================================================================
                              CHINA GATEWAY HOLDINGS, INC.
================================================================================

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999


                                             2000          2000         1999
                                         ------------  ------------  -----------
                                          US DOLLARS        RMB           RMB
<S>                                      <C>           <C>           <C>
Net sales                                $         -             -            -
Cost of sales                                      -             -            -
                                         ------------  ------------  -----------

Gross profit                                       -             -            -

General and administrative expenses          511,421     4,235,710    1,870,699
                                         ------------  ------------  -----------

                                            (511,421)   (4,235,710)  (1,870,699)
                                         ------------  ------------  -----------
Other income:
  Interest income                                785         6,503        1,913
  Commission income                                -             -      767,689
  Other                                       42,188       349,286
                                         ------------  ------------  -----------

                                              42,973       355,789      769,602
                                         ------------  ------------  -----------

Loss from continuing operations             (468,448)   (3,879,921)  (1,101,097)
                                         ------------  ------------  -----------

Discontinued operations (Note  1(c)):
  Loss from operations of Joint Venture
    net of income taxes of RMB1,077,238
    in 1999                                 (663,786)   (5,495,682)  (5,656,472)

  Loss on disposal of Joint Venture       (1,517,013)  (12,559,802)           -
                                         ------------  ------------  -----------

Loss from discontinued operations         (2,180,799)  (18,055,484)  (5,656,472)
                                         ------------  ------------  -----------

Net loss                                 $(2,649,247)  (21,935,405)  (6,757,569)
                                         ============  ============  ===========

Basic and diluted loss per common share
  Loss from continuing operations        $     (0.11)        (0.90)       (0.26)
                                         ============  ============  ===========

Basic and diluted loss per common share
  Loss from discontinued operations      $     (0.50)        (4.19)       (1.34)
                                         ============  ============  ===========

Net loss                                 $     (0.61)        (5.09)       (1.60)
                                         ============  ============  ===========

Weighted average number of common
  shares outstanding                       4,307,158     4,307,158    4,241,426
                                         ============  ============  ===========
</TABLE>

                 See notes to consolidated financial statements.


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
================================================================================
                              CHINA GATEWAY HOLDINGS, INC.
================================================================================

        CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) AND
                           COMPREHENSIVE INCOME (LOSS)

                     YEARS ENDED DECEMBER 31, 2000 AND 1999
                         (Expressed in Chinese Renminbi)


                                                                                Foreign
                                  Common  shares      Capital      Retained     currency
                               --------------------  in excess     earnings    translation
                                 Shares     Amount    of par       (Deficit)   adjustments      Total
                               ------------  ------  ----------  ------------  ------------  ------------
                                              RMB        RMB          RMB          RMB           RMB
<S>                            <C>           <C>     <C>         <C>           <C>           <C>
Balance at January 1, 1999       4,154,158    3,436  31,505,861  (18,200,763)       22,105    13,330,639

Issuance of common stock           153,000      132     621,559            -             -       621,691

Extinguishment of debt by
  Joint Venturer                         -        -   9,797,855            -             -     9,797,855

Comprehensive income (loss):
  Net loss for the year ended
    December 31, 1999                    -        -           -   (6,757,569)            -    (6,757,569)
  Other comprehensive loss               -        -           -            -       (39,644)      (39,644)
Comprehensive loss                                                                            (6,797,213)
                               ------------  ------  ----------  ------------  ------------  ------------

Balance at December 31, 1999     4,307,158    3,568  41,925,275  (24,958,332)      (17,539)   16,952,972

Comprehensive income (loss):
  Net loss for the year ended
    December 31, 2000                    -        -           -  (21,935,405)            -   (21,935,405)
  Other comprehensive income             -        -           -            -       103,482       103,482
Comprehensive loss                                                                           (21,831,923)
                               ------------  ------  ----------  ------------  ------------  ------------

Balance at December 31, 2000     4,307,158    3,568  41,925,275  (46,893,737)       85,943    (4,878,951)
                               ============  ======  ==========  ============  ============  ============
</TABLE>

                 See notes to consolidated financial statements.


                                      F-5
<PAGE>
<TABLE>
<CAPTION>
================================================================================
                              CHINA GATEWAY HOLDINGS, INC.
================================================================================

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS  ENDED DECEMBER 31, 2000 AND 1999


                                                   2000          2000         1999
                                               ------------  ------------  -----------
                                                 US DOLLARS       RMB          RMB
<S>                                            <C>           <C>           <C>
Cash flows from operating activities:
Net loss                                       $(2,649,247)  (21,935,405)  (6,757,569)
Adjustments to reconcile net loss
  to net cash used in operating activities:
    Loss from discontinued operations            2,180,799    18,055,484    5,656,472
    Provision for allowance for uncollectible
     advances from shareholders and employees       71,307       590,348
    Depreciation                                     2,682        22,205       15,266
(Increase) decrease in assets
    Deposits and other current assets               32,153       263,696     (664,518)
Increase (decrease) in liabilities
    Accounts payable                                     -             -           44
    Accrued expenses                                75,289       620,848      (29,828)
    Due to Joint Venturer                                -             -      (24,773)
                                               ------------  ------------  -----------

Net cash used in operating activities             (287,017)   (2,382,824)  (1,804,906)
                                               ------------  ------------  -----------

Cash flows from investing activities:
    Capital expenditures                                 -             -      (99,143)
                                               ------------  ------------  -----------

Net cash used in investing activities                    -             -      (99,143)
                                               ------------  ------------  -----------

Cash flows from financing activities:
    Increase in due to affiliates              $   278,374     2,311,258      779,322
    Issuance of common stock                             -             -      621,691
                                               ------------  ------------  -----------

Net cash provided by financing activities          278,374     2,311,258    1,401,013
                                               ------------  ------------  -----------

Effect of exchange rate changes on cash             12,498       103,482      (39,644)
                                               ------------  ------------  -----------

Increase (decrease) in cash                          3,855        31,916     (542,680)

Cash, beginning                                      5,818        48,169      590,849
                                               ------------  ------------  -----------

Cash, ending                                   $     9,673        80,085       48,169
                                               ============  ============  ===========
</TABLE>

                 See notes to consolidated financial statements.


                                      F-6
<PAGE>
================================================================================
                              CHINA GATEWAY HOLDINGS, INC.
================================================================================


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Organization  and  basis  of  consolidated  financial  statements:

(a)  The  accompanying consolidated financial statements include the accounts of
     China  Gateway  Holdings,  Inc. ("CGH"), and its wholly owned subsidiaries,
     Orient  Investments  Limited ("OIL"), and Orient Packaging Limited ("OPL"),
     collectively referred to as the "Company". CGH, OIL and OPL were formed for
     the purpose of entering into a Joint Venture agreement with Wuhan Dong Feng
     Paper  Mill  Company  (the  "Joint Venturer"). All significant intercompany
     transactions  have  been  eliminated  in  consolidation.

(b)  CGH  was  incorporated  in  Delaware.  Effective  June 27, 1997, CGH issued
     2,310,000 shares of common stock to the shareholders of OIL in exchange for
     their  interests  in  OIL.  Prior  to  the exchange, CGH had no substantial
     operations  and,  under  generally  accepted  accounting  principles,  the
     transaction was accounted for as a recapitalization, as the shareholders of
     OIL acquired all of the stock of CGH. Accordingly, there was no revaluation
     of  assets  or liabilities for financial statement accounting purposes. For
     financial reporting purposes, the consolidated financial statements reflect
     the  above-mentioned reorganization similar to a pooling of interests, with
     assets  and  liabilities  recorded  at  historical  cost.  The consolidated
     financial  statements  incorporate the results of operations and assets and
     liabilities  of  CGH  and  its  subsidiaries. OIL and OPL are wholly-owned,
     British  Virgin  Islands  incorporated companies. On December 20, 1996, OPL
     entered  into  a 30-year Joint Venture agreement with Wuhan Dong Feng Paper
     Mill  Company.  Pursuant  to  the  Joint Venture agreement, Wuhan Dong Feng
     Paper Company Limited ("Wuhan Limited or "the Joint Venture") was formed to
     engage  in  the manufacturing and sales of cartonboard packaging materials,
     primarily  used  in consumer product packaging for items such as beverages,
     dry foodstuffs, pharmaceutical products and other consumer items. The Joint
     Venture  commenced  operations  March  1,  1997 in the city of Wuhan, Hubei
     Province,  People's  Republic  of  China  ("PRC").

(c)  Pursuant  to  terms  of  the  Joint  Venture  agreement, OPL acquired a 60%
     interest  in  Wuhan Limited and the Joint Venturer acquired a 40% interest.
     Profits  and  losses  of  Wuhan Limited were shared based on the respective
     ownership  interests, and the board of directors of Wuhan Limited consisted
     of  ten  members,  six  of  which  were appointed by OPL. Minority interest
     represented  the  Joint  Venturer's  share  of  Wuhan  Limited.


                                      F-7
<PAGE>
================================================================================
                          CHINA GATEWAY HOLDINGS, INC.
================================================================================

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1.   Organization  and  basis  of consolidated financial statements: (continued)

     Since  inception,  the  Company  had  accounted for its 60% interest in the
     Joint  Venture,  which  is  similar  to  a  majority-owned subsidiary, as a
     consolidated subsidiary. During 2000, the Company determined that the Joint
     Venturer had retained certain rights under the Joint Venture Agreement that
     provided  the Joint Venturer with the ability to participate in management,
     although  such rights have never been asserted by the Joint Venturer. Under
     Emerging  Issues  Task  Force  Issue No. 96-16, if a minority joint venture
     partner  has such rights, the majority joint venture partner is required to
     account  for  its  interest in the joint venture under the equity method of
     accounting. During 2000, the Joint Venture Agreement was amended to clearly
     express the intent of the parties that the Company is the controlling party
     in  the  Joint  Venture.  As  a  result, the Company's financial statements
     through  December 31, 1999 were restated to report the Company's investment
     in the Joint Venture under the equity method of accounting. The restatement
     did  not have any effect on net income (loss), net income (loss) per share,
     or  shareholders'  equity. However, because the Joint Venture Agreement was
     amended  during  2000,  the  Company  began reporting its investment in the
     Joint  Venture  as  a  consolidated  subsidiary commencing January 1, 2000.

     Effective  December  31,  2000,  the  Company's  participation in the Joint
     Venture  operation was terminated and management of the Company disposed of
     its  entire  interest  in  the Joint Venture. As a result, the Consolidated
     Statements  of  Operations  for  the years-ended December 31, 2000 and 1999
     include  the  operating  results  of  the  Joint  Venture as a discontinued
     operation  and  the  Company  has  provided  for  a loss on disposal of its
     remaining  investment  in  the  Joint  Venture. Total revenues of the Joint
     Venture were approximately RMB66,016,000 in 2000 and RMB61,328,000 in 1999.
     The  Company  determined  during  the fourth quarter of 2000 that the Joint
     Venture  could only achieve profitable operations if substantial additional
     capital  were  to  be  invested,  and  even  with  additional  investment,
     profitability  was not assured. Consequently, management met with the Joint
     Venture  partner  in December 2000 and January 2001, and the parties agreed
     to  terminate  the Joint Venture effective December 31, 2000. The agreement
     provides  that  each  party  will  not pursue a claim against the other for
     damages,  compensation  or  liabilities  related  to  the  Joint  Venture.

(d)  The  financial  statements have been prepared in accordance with accounting
     principles  generally accepted in the United States of America ("US GAAP"),
     and are presented in Chinese Renminbi ("RMB"), the national currency of the
     PRC  (note  3(d)).


                                      F-8
<PAGE>
================================================================================
                          CHINA GATEWAY HOLDINGS, INC.
================================================================================

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.   Going  concern,  results  of  operations  and  management's  plans:

     The  Company's  financial  statements  for the year ended December 31, 2000
     have  been  prepared  on  a  going  concern  basis,  which contemplates the
     realization  of assets and the settlement of liabilities and commitments in
     the  normal  course  of  business.  Effective December 31, 2000 the Company
     disposed  of  its  entire  investment  in  the  Joint  Venture.

     For  the  year-ended  December 31, 2000, the Company reported a net loss of
     RMB21,935,405  and at December 31, 2000 had a working capital deficiency of
     RMB4,945,566  and  a  shareholder's  deficit of RMB4,878,951. These factors
     raise  substantial doubt about the Company's ability to continue as a going
     concern. Management's plans to address these concerns primarily include the
     Company's  March  16, 2001 entry into a letter of intent to acquire all the
     issued  and  outstanding  stock  of  H.K.  Giantrich  International Groups,
     Limited,  a  Niue corporation with operations in the PRC and with corporate
     headquarters  located  in  Hong  Kong  in exchange for 25,000,000 shares of
     China  Gateway  common  stock.  The  merger  transaction is contingent upon
     certain  customary  conditions,  including, but not limited to, approval by
     the  boards  of  directors  of  both  companies,  a  vote  by the Company's
     stockholders,  and  certain  other  conditions.  The accompanying financial
     statement do not include any adjustments relating to the recoverability and
     classification  of  assets  or  the  amounts  of  liabilities that might be
     necessary should the Company be unsuccessful in implementing these plans or
     otherwise  continuing  as  a  going  concern.

3.   Principal  accounting  policies:

(a)  The  consolidated  financial statements include the accounts of CGH and its
     wholly  owned  subsidiaries.  Material  intercompany  accounts  have  been
     eliminated  in  consolidation.

(b)  Cash  and  cash  equivalents:

     For  financial  reporting purposes, the Company considers all highly liquid
     investments  purchased  with original maturities of three months or less to
     be  cash  equivalents.

(c)  Property,  plant  and  equipment:

     Property,  plant and equipment are stated at cost. Depreciation is provided
     by  use  of the straight-line method over the estimated useful lives of the
     related  assets,  less  residual  value  where  appropriate  as  follows:

              Office  equipment           5  years
              Leasehold  improvements     5  years


                                      F-9
<PAGE>
================================================================================
                          CHINA GATEWAY HOLDINGS, INC.
================================================================================

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3.   Principal  accounting  policies:  (continued)

     Repairs  and  maintenance  costs  are  expensed  when  incurred.

     Management  assesses  the  carrying  values  of  its  long-lived assets for
     impairment  when  circumstances warrant such a review. Generally, assets to
     be  used  in  operations  are  considered  impaired  if the sum of expected
     undiscounted  future  cash flow is less than the assets carrying values. If
     an  impairment  is  indicated, the loss is measured based on the amounts by
     which  the  assets'  carrying values exceed their fair values. Based on its
     review,  management  does  not  believe  any  impairment has occurred as of
     December  31,  2000.

(d)  Translation  of  foreign  currencies:

     Transactions  and monetary assets and liabilities denominated in currencies
     other  than  RMB are translated into RMB at the respective applicable rates
     of  exchange  quoted  by  the People's Bank of China (the "Exchange Rate").
     Monetary  assets  and  liabilities  denominated  in  other  currencies  are
     translated  into  RMB  at  the  applicable  Exchange Rate at the respective
     balance sheet dates. The resulting exchange gains or losses are credited or
     charged  to the consolidated statements of operations. Currency translation
     adjustments arising from the use of different exchange rates from period to
     period  are  included  in  other  comprehensive  income.

     The  translation of amounts from RMB into US Dollars for the convenience of
     the  reader  has  been  made at the rate of exchange quoted by the People's
     Bank  of  China  on  December  31,  2000  of  US$1.00  equal RMB8.2793, and
     accordingly,  differs  from  the  underlying  foreign  currency amounts. No
     representation  is  made that the RMB amounts could have been, or could be,
     converted into US Dollars at that rate on the respective balance sheet date
     or  at  any  other  date.

(e)  Income  taxes:

     Deferred  tax  assets  and  liabilities  are  recognized for the future tax
     consequences  attributable  to  differences between the financial statement
     carrying  amounts  of  existing assets and liabilities and their respective
     tax  bases.  Deferred tax assets and liabilities are measured using enacted
     tax  rates  expected to apply to taxable income in the years in which those
     temporary  differences  are expected to be recovered or settled. The effect
     on  deferred  tax  assets  and  liabilities  of  a  change  in tax rates is
     recognized  in  the consolidated statement of operations in the period that
     includes  the  enactment  date.


                                      F-10
<PAGE>
================================================================================
                          CHINA GATEWAY HOLDINGS, INC.
================================================================================

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3.   Principal  accounting  policies:  (continued)

(f)  Earnings  per  share:

     Basic  earnings per share amounts are calculated using the weighted average
     number  of  shares  of  common stock outstanding during the period. Diluted
     earnings  per  share  assumes  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.  The  basic  and  diluted  weighted  average  shares
     outstanding during the years ended December 31, 2000 and 1999 are 4,307,158
     and  4,241,426, respectively. Options and warrants to purchase common stock
     were  not  included  in  the computation of diluted EPS for the years ended
     December  31,  2000 or 1999 because they would decrease the loss per share.

(g)  Fair  value  of  financial  instruments:

     The  fair  values  of amounts due to the Joint Venturer and related parties
     are not practicable to estimate due to the indefinite payment terms and due
     to  the  related  party nature of the underlying transactions. The carrying
     values  of  the  Company's  cash,  other  receivables and other liabilities
     approximate  fair values primarily because of the short maturities of these
     instruments.

(h)  Stock-based  compensation:

     Statement  of  Financial Accounting Standards ("SFAS") No. 123, "Accounting
     for Stock-Based Compensation" allows companies to choose whether to account
     for employee stock-based compensation on a fair value method, or to account
     for  such  compensation  under  the  intrinsic  value  method prescribed in
     Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
     Employees"  ("APB  25").  The  Company  has  chosen to account for employee
     stock-based  compensation  using  APB  25.


                                      F-11
<PAGE>
================================================================================
                          CHINA GATEWAY HOLDINGS, INC.
================================================================================

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3.   Principal  accounting  policies:  (continued)

(i)  Comprehensive  income:

     The  Company  adopted  SFAS  No.  130, "Reporting Comprehensive Income", on
     January  1,  1998. SFAS No. 130 establishes standards for the reporting and
     display of comprehensive income, its components and accumulated balances in
     a  full  set  of general purpose financial statements. SFAS No. 130 defines
     comprehensive  income  to  include  all  changes  in  equity  except  those
     resulting  from  investments  by  owners and distributions to owners. Among
     other  disclosures,  SFAS No. 130 requires that all items that are required
     to  be  recognized  under  current  accounting  standards  as components of
     comprehensive income be reported in a financial statement that is presented
     with  the same prominence as other financial statements. The Company's only
     current  component of comprehensive income are foreign currency translation
     adjustments.

(j)  Segment  reporting:

     The  Company  adopted  SFAS  No.  131,  "Disclosures  about  Segments of an
     Enterprise  and  Related Information" ("SFAS No. 131") January 1, 1998. The
     Company's results of operations and financial position were not affected by
     implementation  of  SFAS  No.  131.

(k)  Pension  and  other  post  retirement  benefits:

     The  Company  adopted  SFAS No. 132, "Employers' Disclosures about Pensions
     and  Other  Post  Retirement  Benefits"  on  January  1, 1998. SFAS No. 132
     requires  comparative  information  for  earlier  years to be restated. The
     Company's results of operations and financial position were not affected by
     implementation  of  SFAS  No.  132.


                                      F-12
<PAGE>
================================================================================
                          CHINA GATEWAY HOLDINGS, INC.
================================================================================

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3.   Principal  accounting  policies:  (continued)

(l)  Recently  issued  accounting  pronouncements:

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
     "Accounting  for  Derivative Instruments and Hedging Activities" ("SFAS No.
     133"),  which is effective for financial statements for all fiscal quarters
     of  all  fiscal  years  beginning  after  June  15,  2000.  SFAS  No.  133
     standardizes  the  accounting for derivative instruments, including certain
     derivative  instruments  embedded  in other contracts, by requiring that an
     entity  recognize  those items as assets or liabilities in the statement of
     financial  position  and  measure  them  at  fair  value. SFAS No. 133 also
     addresses  the  accounting  for  certain  hedging  activities.  The Company
     currently  does  not  have  any derivative instruments nor is it engaged in
     hedging  activities,  thus  the  Company does not believe implementation of
     SFAS  No.  133  will  have  a  material  impact  on its financial statement
     presentation  or  disclosures.

     In  December  1999,  the  staff  of  the Securities and Exchange Commission
     issued  Staff  Accounting  Bulletin ("SAB") No. 101, Revenue Recognition in
     Financial  Statements.  SAB No. 101, as amended by SAB No. 101A and SAB No.
     101B,  is effective no later than the fourth fiscal quarter of fiscal years
     beginning  after  December 15, 1999. SAB No. 101 provides the Staff's views
     in  applying  generally  accepted accounting principles to selected revenue
     recognition  issues.  The  Company  believes  that  it  complies  with  the
     accounting  and  disclosure described in SAB No. 101; therefore, management
     believes  that  SAB  No.  101  will  not  impact the Company's consolidated
     financial  statements.

(m)  Use  of  estimates  in  the  preparation  of  financial  statements:

     The  preparation  of  financial  statements  in  conformity  with generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and  the  reported  amounts of revenues and expenses
     during  the  reporting  periods. Management makes these estimates using the
     best  information  available  at  the  time the estimates are made; however
     actual  results  could  differ  materially  from  these  estimates.


                                      F-13
<PAGE>
================================================================================
                          CHINA GATEWAY HOLDINGS, INC.
================================================================================

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3.   Principal  accounting  policies:  (continued)

(n)  Risk  considerations:

     As  a  majority  of the Company's operations were conducted in the PRC, the
     Company  was  subject  to  special considerations and significant risks not
     typically  associated  with  investments  in  equity  securities  of  North
     American  and  Western European companies. However, with the termination of
     its  participation  in  the  Joint Venture effective December 31, 2000, the
     Company is no longer subject to the risks associated with the PRC including
     significant  political,  economic  and  social  uncertainties  in  the PRC.
     Although  the PRC government has been pursuing economic reform policies for
     the  past  several years, no assurance can be given that the PRC government
     will  continue  to  pursue  such  policies or that such policies may not be
     significantly  altered,  especially in the event of a change in leadership,
     social  or  political  disruption or unforeseen circumstances affecting the
     PRC's  political, economic and social life. There is also no guarantee that
     the  PRC  government's  pursuit  of  economic reforms will be consistent or
     effective.

4.   Property,  plant  and  equipment:

     At December 31, 2000 and 1999 property, plant and equipment (all located in
     Hong  Kong)  consist  of  the  following:


                                     2000         2000        1999
                                 ------------  -----------  --------
                                  US Dollars       RMB         RMB

Office equipment                 $    10,779       89,243    88,175
Leasehold improvements                 4,064       33,647    33,647
                                 ------------  -----------  --------

                                      14,843      122,890   121,822

Less : Accumulated depreciation       (6,797)     (56,275)  (33,002)
                                 ------------  -----------  --------

                                 $     8,046       66,615    88,820
                                 ============  ===========  ========


                                      F-14
<PAGE>
================================================================================
                          CHINA GATEWAY HOLDINGS, INC.
================================================================================

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5.   Related  party  transactions:

     When  the  Joint Venture was formed in 1997, it owed the Joint Venturer net
     current  payables  in  excess  of  RMB33,000,000.  In  order  to assist the
     economic  viability  of the Joint Venture, effective December 31, 1998, the
     Joint  Venturer  forgave RMB26,112,048 of the initial indebtedness. Because
     the debt forgiveness was made by a significant equity investor in the Joint
     Venture, for US GAAP the Company accounted for the debt extinguishment as a
     capital  contribution  by  the  Joint  Venturer resulting in an increase in
     minority  interest of RMB10,444,819 and an increase in capital in excess of
     par  of  RMB15,667,229.  During the year ended December 31, 1999, the Joint
     Venturer  forgave an additional RMB16,329,758 of indebtedness, resulting in
     an increase in minority interest of RMB6,531,903 and an increase in capital
     in  excess  of  par  of  RMB9,797,855. No debt was forgiven during the year
     ended  December  31,  2000.

     During  the  year  ended December 31, 1999, the Company advanced RMB160,585
     and  RMB2,245 to a shareholder and employees, respectively, and at December
     31,  1999,  the  Company  had RMB427,518 due from the shareholder which was
     included in deposits and other current assets. During 2000, these advances,
     which  were  unsecured  and  non-interest  bearing,  were  written  off.

     During the year ended December 31, 2000, certain shareholders made advances
     to  the Company totaling RMB2,021,482 (1999 : RMB779,322). The advances are
     unsecured,  non  interest  bearing  and  are  payable  on  demand.

     During  the  year  ended  December 31, 2000, an affiliated company advanced
     RMB289,776  to the Company, which is unsecured, non-interest bearing and is
     due  on  demand.

     During  the  years  ended  December  31,  2000 and 1999, the Company earned
     service  income of RMB349,286 (1999 : RMB62,816) from affiliated companies.

6.   Shareholders'  equity:

     During  the  year  ended December 31, 1998, CGH issued a total of 1,167,158
     shares  of  common  stock for net consideration of RMB9,159,201. A total of
     682,866  shares  were  issued  in private placements at prices ranging from
     US$.78  per  share  to  US$2.75  per share. In addition, 55,600 shares were
     issued  in  1998  to  investment  bankers  in connection with 1997 and 1998
     private  placements,  35,000  shares  were  issued for investment services,
     10,000  shares  were  issued to an employee in exercise of an option issued
     for  services,  272,000 shares were issued as a result of warrant exercises
     and  111,692  shares  were  issued  as  a result of an option exercise. The
     35,000  shares  issued  for  investment  services were valued at the market
     value  at  the  date  of  issue,  and  resulted  in an expense of US$52,500
     (RMB434,642).


                                      F-15
<PAGE>
================================================================================
                          CHINA GATEWAY HOLDINGS, INC.
================================================================================

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

6.   Shareholders'  equity  (continued):

     The  stock  issued  to  an  employee  resulted  in  compensation expense of
     US$21,031  (RMB174,113)  for the difference between the market value of the
     stock  at  the  date  the  option  was  granted and the exercise price. The
     warrants  and the option which were exercised had been issued in connection
     with  the  original  formation  of  CGH  or  subsequent  stock  issuance
     transactions,  and  resulted  in  net  proceeds  to  CGH  of  US$14,700
     (RMB121,700).

     During  the  year  ended  December  31, 1999, the Company issued a total of
     153,000  shares  for  net  consideration  of  US$74,985  (RMB621,691).

     In connection with 1997 and 1998 private placements, CGH issued warrants to
     purchase  518,905  common  shares  of  CGH  at an exercise price of US$0.10
     (RMB0.83)  each.  Warrants to acquire 272,000 shares were exercised in 1998
     and  246,905  were  forfeited  upon expiration in April 2000. Also, CGH has
     issued  warrants  to  purchase  235,316  common  shares  of  CGH at US$2.75
     (RMB22.77)  per  share.  These  warrants  expire  in  March  2003.

     During  the  year  ended  December 31, 1999, the Company granted options to
     purchase  500,000 shares at an exercise price of US$1.00 (RMB8.28) each and
     expiring  on  December  31,  1999.  The options were not exercised and were
     forfeited  on  December  31,  1999.

     At  December  31, 2000 warrants to purchase 235,316 common shares of CGH at
     an  exercise  price  of  US$2.75  (RMB22.77)  per share remain outstanding.

     The  following  table  summarizes stock option and warrant activity for the
     years  ended  December,  2000  and  1999:


                                      F-16
<PAGE>
================================================================================
                          CHINA GATEWAY HOLDINGS, INC.
================================================================================

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

6.   Shareholders'  equity  (continued):

<TABLE>
<CAPTION>
                                          Options                                         Warrants
                     ------------------------------------------------  ------------------------------------------------
                                   Exercise                 Exercise                 Exercise                  Exercise
                        Shares        Price       Share        Price      Shares        Price       Shares        Price
                                 US Dollars               US Dollars               US Dollars                US Dollars
<S>                  <C>         <C>          <C>         <C>          <C>         <C>          <C>         <C>
Outstanding at
  December 31, 1998           -  $         -           -  $         -     246,905  $      0.10     235,316  $      2.75
Granted                 500,000            1           -            -           -            -           -            -
Exercised                     -            -           -            -           -            -           -            -
Forfeited               500,000            1           -            -           -            -           -            -
                     ----------  -----------  ----------  -----------  ----------  -----------  ----------  -----------

Outstanding at
  December 31, 1999           -            -           -            -     246,905         0.10     235,316         2.75
Granted                       -            -           -            -           -            -           -            -
Exercised                     -            -           -            -           -            -           -            -
Forfeited                     -            -           -            -     246,905         0.10           -            -
                     ----------  -----------  ----------  -----------  ----------  -----------  ----------  -----------

Outstanding at
December 31, 2000             -  $         -           -  $         -           -  $         -     235,316  $      2.75
                     ==========  ===========  ==========  ===========  ==========  ===========  ==========  ===========
</TABLE>

7.   Income  tax:

     The Company is subject to income taxes on an entity basis on income arising
     in  or derived from the tax jurisdiction in which each entity is domiciled.
     The  Company's  British  Virgin Islands ("BVI") subsidiaries are not liable
     for  income  taxes.

     The  reconciliation  between  the effective tax rate and the statutory U.S.
     federal  income  tax  rate  is  as  follows:

<TABLE>
<CAPTION>
                                                        2000            1999
                                              --------------  --------------
                                                        % of            % of
                                              Pre-tax income   Pretax income
<S>                                           <C>             <C>
Computed "expected" tax benefit                        (34%)           (34%)
Operating losses for which a benefit has not
  been recognized                                        34              34

                                                         0%              0%
                                              ==============  ==============
</TABLE>


                                      F-17
<PAGE>
================================================================================
                          CHINA GATEWAY HOLDINGS, INC.
================================================================================

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7.   Income  tax  (continued):

     At  December  31,  2000,  the Company's deferred tax assets are as follows:

                                          2000       1999
                                        ---------  ---------
                                           RMB       RMB

U.S. operating loss carryforward         387,100    369,700
Deferred tax asset valuation allowance  (387,100)  (369,700)
                                        ---------  ---------

Net deferred tax assets                        -          -
                                        =========  =========


     At  December  31, 2000 the Company has U.S. operating loss carryforwards of
     approximately  US$137,500.  Losses  are available for offset against future
     U.S.  taxable  income, if any, through 2020. A valuation allowance has been
     provided  to  reduce  the deferred tax assets to zero as realization of the
     assets  is  not  assured.

8.   Commitments  and  contingencies:

     Leases

     During  1999 the Company entered into a lease for office space in Hong Kong
     which expires in 2001. Rental expense for 2000 and 1999 were RMB255,398 and
     RMB104,052, respectively, and future minimum lease payments are as follows:

                                           RMB
                                        ---------

         2001                              84,474
                                        =========


                                      F-18
<PAGE>