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

                             FORM 10-KSB

(Mark One)

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

                For the Fiscal Year Ended December 31, 2003

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

                     Commission File No. 000-49853

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

            Delaware                                 04-3616005
------------------------------------  ------------------------------------
 (State or other jurisdiction         (I.R.S. Employer Identification No.)
  of incorporation or organization)

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

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

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

      Title of each class        Name of each exchange on which registered
-------------------------------  -----------------------------------------
Common stock, $.0001 par value                     N/A
-------------------------------  -----------------------------------------

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

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in the form, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of the Form
10-KSB.  [X]

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

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

State the number of shares outstanding of each of the issuer's classes of
common equity: As of July 23, 2004: 5,000,000 shares of common stock, par
value $.0001 per share, were outstanding.

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




                           TABLE OF CONTENTS


PART I

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

PART II

Item 5.  Market for Common Equity and Related Stockholder Matters...     4
Item 6.  Management's Discussion and Analysis or Plan of Operation..     5
Item 7.  Financial Statements.......................................    12
Item 8.  Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure.......................    20
Item 8A. Controls and Procedures....................................    20

PART III

Item 9.  Directors, Executive Officers, Promoters and Control
          Persons, Compliance with Section 16(a) of the Exchange Act    20
Item 10. Executive Compensation.....................................    22
Item 11. Security Ownership of Certain Beneficial Owners
          and Management............................................    22
Item 12. Certain Relationships and Related Transactions.............    23
Item 13. Exhibits and Reports on Form 8-K...........................    23
Item 14. Principal Accountant Fees and Services.....................    24

Signatures


<PAGE>                             2



Item 1.  Description of Business

Easton Technologies Corp. (the "Company") was incorporated in the State of
Delaware on March 8, 2002 as a blank check company for the purpose of either
merging with or acquiring an operating company with operating history and
assets.  Since inception the Company has conducted virtually no business
other than organizational matters, and the filings of a registration statement
on Form 10-SB and other reports with the Securities and Exchange Commission
(the "SEC").

Our business plan is to seek, investigate, and if such investigation warrants,
consummate a merger or other business combination, purchase of assets or other
strategic transaction with a business entity desiring the perceived advantages
of becoming a publicly reporting corporation. We filed a registration statement
on Form 10-SB with the SEC in order to become a 12(g) registered company
under the Securities Exchange Act of 1934, as amended.  As a "reporting
company," we may be more attractive to a private acquisition target because it
may be listed to trade its shares on the OTC Bulletin Board. The registration
statement became effective on or about December 20, 2002.

On February 26, 2003, Waywood Investment Limited entered into a stock purchase
agreement with Comp Assets International Limited, a British Virgin Islands
corporation, pursuant to which Comp Hotel International acquired 4,250,000
shares of the Company's common stock owned by Waywood.  As a result, Comp
Assets International owns 85% of the Company's issued and outstanding shares.

To date, we have no entered into a business combination with any specific
business or company.  We will not restrict our search to any specific business,
industry, or geographical location, and may participate in business ventures
of virtually any kind or nature.  Discussion of proposed plan of operation
under this caption and throughout this Annual Report is purposefully general
and is not meant to restrict our virtually unlimited discretion to search for
and enter into potential business opportunities.

A business combination with a target company will normally involve the
issuance to the target company of new shares of our common stock so as to
provide the target company with majority control, and the substitution by the
target company of its own management and board of directors.  No assurances
can be given that we will be able to enter into a business combination, as
to the terms of a business combination, or as to the nature of the target
company.

The proposed business activities described herein classify us as a "blank
check" company.  A "blank check" company is a development stage company that
has no specific business plan or purpose or has indicated that its business
plan is to engage in a merger or acquisition with an unidentified company or
companies.  The SEC and many states have enacted statutes, rules and
regulations limiting the sale of securities of blank check companies. We will
not take any efforts to cause a market to develop in our securities until such
time as we have successfully implemented our business plan and we are no
longer classified as a blank check company. There can be no assurance that
our proposed plan of operation will be successful.



<PAGE>                                3



Item 2.  Description of Property

We do not own or lease any real property at this time. We maintain an mailing
address at 80 Wall Street, Suite 818, New York, NY 1005. This office spaces
was leased by Oxford Technologies, Inc., a third party, which agreed us to use
as our mailing address at no charge until we complete an acquisition or merger.


Item 3.  Legal Proceedings

We are not a party to any pending legal proceedings.


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

No matter was submitted to a vote of stockholders in the fourth quarter of
2003.


                             PART II


Item 5.  Market for Common Equity and Related Stockholder Matters

There is presently no public trading market for our common stock.  There is
no assurance that a trading market will ever develop or, if such a market
does develop, that it will continue.

OPTIONS OR WARRANTS

There are no outstanding options or warrants to purchase, or securities
convertible into, common stock of the Company.

HOLDERS

At July 23, 2004, there were 5,000,000 shares of common stock outstanding
and held of record by two stockholders.

DIVIDENDS

We have not declared any dividends and do not intend to so in the foreseeable
future.

RECENT SALES OF UNREGISTERED SECURITIES

On March 8, 2002, we issued 5,000,000 shares of common stock at a price of
$.0001 per share to Waywood Investment Ltd. for services rendered in
connection with our incorporation.  The aforementioned shares were issued
under the exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended.


<PAGE>                             4



We are advised that both before and after the business combination or
transaction with an operating entity or other person, the promoters or
affiliates of blank check companies, as well as their transferees, are
"underwriters" of the securities issued.  Accordingly, the securities
involved can only be resold through registration under the Securities Act.
Rule 144 would not be available for resale transactions in this situation,
regardless of technical compliance with that rule.


Item 6. Management's Discussion and Analysis or Plan of Operation

The following discussion include certain "forward-looking statements", which
involve known and unknown risks, uncertainties and other factors which could
cause our actual results, financial or operating performance, or achievements
expressed or implied by such forward-looking statements not to occur or be
realized.  Such forward-looking statements are based upon our best estimates
of current conditions and general merger and acquisition activity in the
marketplace.  Forward-looking statements may be identified by the use of
forward-looking terminology such as "may," "will," "expect," "believe,"
"estimate," "anticipate," "intends," "potential," or similar terms, variations
of those terms or the negative of those terms or other variations of those
terms or comparable words or expressions.

PLAN OF OPERATION

Our plan is to seek, investigate, and if such investigation warrants,
consummate a merger or other business combination, purchase of assets or
other strategic transaction with a business entity desiring the perceived
advantages of becoming a publicly reporting corporation. At this time, we
have no binding agreement to enter into a business combination with any
specific business or company. We will not restrict our search to any
specific business, industry, or geographical location, and may participate
in business ventures of virtually any kind or nature.

We may seek a business combination with an entity which only recently
commenced operations, or a developing company in need of additional funds
to expand into new products or markets or seeking to develop a new product
or service, or an established business which may be experiencing financial
or operating difficulties and needs additional capital which is perceived
to be easier to raise by a public company.  Indeed, our most common merger
candidates are often companies that lack the ability to conduct an IPO, or
whose business industry is not well received by the investment banking
community.

We will seek potential target company from all known sources and anticipate
that various prospective business opportunity will be brought to our attention
from various non-affiliated sources, including securities broker-dealers,
investment bankers, venture capitalists, other members of the financial
community and affiliated sources, including, possibly, our executive officer,
director and his affiliates.

SELECTION AND EVALUATION OF OPPORTUNITIES

The selection of a business opportunity in which to participate will be
complex and extremely risky.  Management believes (but has not conducted any
research to confirm) that there are business entities seeking the perceived


<PAGE>                              5


benefits of a reporting corporation.  Such perceived benefits may include
facilitating or improving the terms on which additional equity financing may
be sought, providing liquidity for incentive stock options or similar
benefits to key employees, increasing the opportunity to use securities for
acquisitions, providing liquidity for shareholders and other factors.

Business opportunities may be available in many different industries and at
various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities difficult and
complex.  There is no assurance that we will be able to identify and acquire
any business opportunity which will ultimately prove to be beneficial to us
and to our stockholders.  If a merger or acquisition proves unsuccessful, it
is possible our management may decide not to pursue further acquisition
activities and management may abandon its activities and we may become dormant
or be dissolved.

We have, and will continue to have, no capital with which to provide the owners
of business entities with any cash or other assets. What we anticipate we will
provide to owners of acquisition candidates, however, is a controlling ownership
interest in a reporting company without incurring the cost and time required
to conduct an initial public offering. We have not conducted market research
and are not aware of statistical data to support the perceived benefits of a
business combination for the owners of a target company.

In analyzing prospective business opportunities, we will consider the
following matters: (i) the available technical, financial and managerial
resources; (ii) working capital and other financial requirements of the target;
(iii) the target's history of operations, if any; (iv) the target's prospects
for the future; (v) the present and expected competition in the target's
industry; (vi) the quality and experience of management services which may
be available and the depth of that management within the target; (vii) the
potential for growth or expansion and profit; (viii) the perceived public
recognition or acceptance of products, services or trades of the target and
the industry and brand or name identification; and (viii) all other relevant
factors.

We will not acquire or merge with any entity which cannot provide audited
financial statements at the time of the closing of the proposed transaction
or within the time frame as required to be provided pursuant to the
requirements of Securities Exchange Act of 1934, as amended.  The audited
financial statements of the acquired company must be furnished within 75 days
following the effective date of a business combination.

Under the Exchange Act of 1934, as amended, any merger or acquisition
candidate is required to comply with all applicable reporting requirements,
including filing reports of material events, periodic reports and annual
reports with accompanying audited financial statements.  In the event we merge
with or acquire a business opportunity, the successor company will be subject
to the same reporting obligations as us under the Exchange Act.  When a non-
reporting company becomes the successor of a reporting company by merger,
consolidation, exchange of securities, acquisition of assets or otherwise,
the successor company is required to provide in a Form 8-K current report the
same kind of information that would appear in a registration statement,
including audited and pro forma financial statements for at least the two
most recent fiscal years or, in the event that the combined operating business


<PAGE>                             6



has been in business for less than two years, audited financial statements
will be required from the period of inception of the target acquisition or
merger candidate.

We will not seek a business combination with any entity in which our officer,
director, shareholder or any affiliate serves as an officer or director or
holds any ownership interest.

TERMS OF A BUSINESS COMBINATION

In implementing a structure for a particular business acquisition, we may
become a party to a merger, consolidation, reorganization, joint venture,
franchise or licensing agreement with the target company. Upon consummation
of a transaction, it is likely that our present management and shareholder
will not be in control of the Company. Current management may, as part of
the terms of the acquisition transaction, resign and be replaced by new
officers and directors.

It is anticipated that any securities issued in any such reorganization would
be issued in reliance upon exemption from registration under applicable
federal and state securities laws.  In some circumstances, however, as a
negotiated element of its transaction, we may agree to register all or a
part of such securities immediately after the transaction is consummated or
at specified times thereafter.  If such registration occurs, it will be
undertaken by the surviving entity after we have entered into an agreement
for a business combination or have consummated a business combination and
we are no longer considered a blank check company. The issuance of additional
securities and their potential sale into any trading market which may
develop in our securities may depress the market value of our securities in
the future if such a market develops, of which there is no assurance.

While the actual terms of a transaction to which we may be a party cannot be
predicted, we expect that the parties to the business combination will want
to avoid the creation of a taxable event and structure the acquisition in a
so called "tax free" reorganization under Sections 368(a)(1) or 351 of the
Internal Revenue Code of 1986, as amended.  In order to obtain tax-free
treatment, it may be necessary for the owners of the surviving entity to own
80% or more of the voting stock of the surviving entity.  In this event, the
shareholder of the Company would retain less than 20% of the issued and
outstanding shares of the surviving entity, which could result in significant
dilution in the equity of such shareholders.  However, treatment as a tax
free reorganization will not be a condition of any future business
combination and if it is not the case, we will not obtain an opinion of
counsel that the reorganization will be tax free.

With respect to negotiations with a target company, management expects to
focus on the percentage of the Company which target company shareholders
would acquire in exchange for their shareholdings in the target company.
Depending upon, among other things, the target company's assets and
liabilities, our current shareholders will in all likelihood hold a
substantially lesser percentage ownership interest in the Company following
any merger or acquisition.  The percentage of ownership may be subject to
significant reduction in the event we acquire a target company with
substantial assets. Any merger or acquisition effected by us can be expected
to have a significant dilutive effect on the percentage of shares held by
our shareholder at such time.


<PAGE>                            7


UNDERTAKINGS AND UNDERSTANDINGS REQUIRED OF TARGET COMPANIES

As part of a business combination agreement, we intend to obtain certain
representations and warranties from a target company as to its conduct
following the business combination. Such representations and warranties may
include the agreement of the target company to make all necessary filings
and to take all other steps necessary to remain a reporting company under
the Exchange Act and giving assurances of ongoing compliance with the
Securities Act, the Exchange Act, the General Rules and Regulations of the
Securities and Exchange Commission, and other applicable laws, rules and
regulations.

A prospective target company should be aware that the market price and
volume of its securities, when and if listed for secondary trading, may
depend in great measure upon the willingness and efforts of successor
management to encourage interest in the Company within the United States
financial community. We do not have the market support of an underwriter
that would normally follow a public offering of its securities. Initial
market makers are likely to simply post bid and ask prices and are unlikely
to take positions in our securities for their own account or customers
without active encouragement and a basis for doing so.  We may consider the
ability and commitment of a target company to actively encourage interest
in its securities following a business combination in deciding whether to
enter into a transaction with such company.

A business combination with us separates the process of becoming a public
company from the raising of investment capital. As a result, a business
combination with us normally will not be a beneficial transaction for a
target company whose primary reason for becoming a public company is the
immediate infusion of capital.  Prior to completion of a business combination,
we will generally require that it be provided with written materials regarding
the target company containing such items as a description of products, services
and company history; management resumes; financial information; available
projections, with related assumptions upon which they are based; an explanation
of proprietary products and services; evidence of existing patents, trademarks,
or service marks, or rights thereto; present and proposed forms of compensation
to management; a description of transactions between such company and its
affiliates during relevant periods; a description of present and required
facilities; an analysis of risks and competitive conditions; a financial plan
of operation and estimated capital requirements; audited financial statements,
or if they are not available, unaudited financial statements, together with
reasonable assurances that audited financial statements would be produced
within a reasonable period of time not to exceed 75 days following completion
of a business combination; and other information deemed relevant.

RESULTS OF OPERATION

For the year ended December 31, 2003, we had conducted no business, and we
had not generated any revenue from operations.  We incurred expenses of


<PAGE>                           8


$2,800, primarily legal and general administrative expenses relating to the
Company's quarterly and annual filings with the SEC.  In 2003, we had net
loss at $0.00 per share.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2003, we had no cash and cash equivalents.  All the expenses
incurred by us in 2003, approximately $2,800, were paid by our controlling
shareholder, Comp Asset International, who agreed to pay, on behalf of the
Company, all administrative expenses, including legal and accounting fees
incurred in conjunction with compliance with our on-going reporting obligations
under the Securities Exchange Act of 1934 without repayment until the Company
completes a business combination. Such payments will be made without expectation
of repayment.  There is no minimum or maximum amount Comp Asset International
will pay on behalf of the Company.  We have no current plans to raise funds,
either debt or equity, from investors while it is a blank check company, and we
will not borrow any funds to make any payments to our officer, director, or
promoter.

RISK FACTORS

Our business is subject to numerous risk factors, including the following:

WE HAVE NO OPERATING HISTORY AND HAVE NO REVENUE AND NO ASSETS.  We have had
no operating history nor any revenues or earnings from operations. We have
neither assets or nor financial resources.  We have operated at a loss to
date and will, in all likelihood, continue to sustain operating expenses
without corresponding revenues, at least until the consummation of a business
combination. There is no assurance that we will ever be profitable.

WE HAVE ONLY ONE DIRECTOR AND ONE OFFICER.  Because management consists of
only one person, we do not benefit from multiple judgments that a greater
number of directors or officers would provide and we will rely completely
on the judgment of our sole officer and director when selecting a target
company. The decision to enter into a business combination will likely be
made without detailed feasibility studies, independent analysis, market
surveys or similar information which, if we have more funds available to it,
would be desirable.  Our sole executive officer anticipates devoting only a
limited amount of time per month to our business.  We have not entered into
a written employment agreement with him and we are not expected to do so.
We have not obtained key man life insurance on him.

CONFLICTS OF INTEREST.  Our sole officer and director, participates in other
business ventures which may compete directly with us.  Additional conflicts
of interest and non-arms length transactions may also arise in the future.
We have adopted a policy that we will not enter into a business combination
with any entity in which any member of management serves as an officer,
director or partner, or in which such person or such person's affiliates or
associates hold any ownership interest.


<PAGE>                              9


OUR PROPOSED OPERATIONS ARE SPECULATIVE. The success of our proposed plan of
operation will depend to a great extent on the operations, financial condition
and management of the identified target company. While business combinations
with entities having established operating histories are preferred, there can
be no assurance that we will be successful in locating candidates meeting
such criteria. In the event we complete a business combination the success
of our operations will be dependent upon management of the target company and
numerous other factors beyond our control. There is no assurance that we can
identify a target company and consummate a business combination.

PURCHASE OF PENNY STOCKS CAN BE RISKY.  Our securities are deemed the penny
stock as defined in Rule 3a51-1 of the Securities Exchange Act of 1934. The
SEC has adopted Rule 15g-9 which established sales practice requirements for
certain low price securities. Unless the transaction is exempt, it shall be
unlawful for a broker or dealer to sell a penny stock to, or to effect the
purchase of a penny stock by, any person unless prior to the transaction:
(i) The broker or dealer has approved the person's account for transactions
in penny stock pursuant to this rule and (ii) the broker or dealer has
received from the person a written agreement to the transaction setting forth
the identity and quantity of the penny stock to be purchased.  In order to
approve a person's account for transactions in penny stock, the broker or
dealer must: (a) obtain from the person information concerning the person's
financial situation, investment experience, and investment objectives; (b)
reasonably determine that transactions in penny stock are suitable for that
person, and that the person has sufficient knowledge and experience in
financial matters that the person reasonably may be expected to be capable
of evaluating the risks of transactions in penny stock; (c) deliver to the
person a written statement setting forth the basis on which the broker or
dealer made the determination (i) stating in a highlighted format that it is
unlawful for the broker or dealer to affect a transaction in penny stock
unless the broker or dealer has received, prior to the transaction, a written
agreement to the transaction from the person; and (ii) stating in a
highlighted format immediately preceding the customer signature line that
the broker or dealer is required to provide the person with the written
statement; and (iii) the person should not sign and return the written
statement to the broker or dealer if it does not accurately reflect the
person's financial situation, investment experience, and investment
objectives; and (d) receive from the person a manually signed and dated copy
of the written statement.  It is also required that disclosure be made as
to the risks of investing in penny stock and the commissions payable to the
broker-dealer, as well as current price quotations and the remedies and
rights available in cases of fraud in penny stock transactions.  Statements,
on a monthly basis, must be sent to the investor listing recent prices for
the penny stock and information on the limited market.

THERE IS A SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND
COMBINATIONS.  We are and will continue to be an insignificant participant
in the business of seeking mergers with and acquisitions of business entities.
A large number of established and well-financed entities, including venture
capital firms, are active in mergers and acquisitions of companies which may
be merger or acquisition target candidates for the Company.  Nearly all such
entities have significantly greater financial resources, technical expertise
and managerial capabilities than us and, consequently, we will be at a
competitive disadvantage in identifying possible business opportunities and
successfully completing a business combination. Moreover, we will also
compete with numerous other small public companies in seeking merger or
acquisition candidates.


<PAGE>                             10



THERE IS NO AGREEMENT FOR A BUSINESS COMBINATION AND NO MINIMUM REQUIREMENTS
FOR BUSINESS COMBINATION.   We have no agreement or understanding with
respect to engaging in a business combination with a specific entity.  There
can be no assurance that we will be successful in identifying and evaluating
suitable business opportunities or in concluding a business combination.  No
particular industry or specific business within an industry has been selected
for a target company.  We have not established a specific length of operating
history or a specified level of earnings, assets, net worth or other criteria
which it will require a target company to have achieved, or without which we
would not consider a business combination with such business entity.
Accordingly, we may enter into a business combination with a business entity
having no significant operating history, losses, limited or no potential for
immediate earnings, limited assets, negative net worth or other negative
characteristics.  There is no assurance that we will be able to negotiate a
business combination on terms favorable to us.

REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION. Pursuant to the
requirements of the Exchange Act of 1934, we are required to provide certain
information about significant acquisitions including audited financial
statements of the acquired company. These audited financial statements must
be furnished within 75 days following the effective date of a business
combination.  Obtaining audited financial statements are the economic
responsibility of the target company.  The additional time and costs that
may be incurred by some potential target companies to prepare such financial
statements may significantly delay or essentially preclude consummation of
an otherwise desirable acquisition by us.  Acquisition prospects that do not
have or are unable to obtain the required audited statements may not be
appropriate for acquisition so long as the reporting requirements of the
Exchange Act are applicable.  Notwithstanding a target company's agreement
to obtain audited financial statements within the required time frame, such
audited financials may not be available to us at the time of effecting a
business combination.  In cases where audited financials are unavailable, we
will have to rely upon unaudited information that has not been verified by
outside auditors in making the decision to engage in a transaction with the
business entity.  This risk increases the prospect that a business
combination with such a business entity might prove to be an unfavorable
one for us.

LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. We have neither conducted,
nor have others made available to us, market research indicating that demand
exists for the transactions contemplated by us.  Even in the event demand
exists for a transaction of the type contemplated by us, there is no
assurance we will be successful in completing any such business combination.

REGULATION UNDER INVESTMENT COMPANY ACT.  In the event we engage in business
combinations which result in the Company holding passive investment interests
in a number of entities, we could be subject to regulation under the
Investment Company Act of 1940.  In such event, we would be required to
register as an investment company and could be expected to incur significant
registration and compliance costs. We have obtained no formal determination
from the SEC as to our status under the Investment Company Act of 1940 and,
consequently, any violation of such Act could subject us to material adverse
consequences.


<PAGE>                             11



PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business combination involving
the issuance of our common stock will, in all likelihood, result in
shareholders of a target company obtaining a controlling interest in the
Company.  As a condition of the business combination agreement, we may agree
to issue a significant amount of its common stock so as to provide the target
company with all or majority control.  The resulting change in control of
the Company will likely result in removal of the present officer and director
of the Company and a corresponding reduction in or elimination of his
participation in the future affairs of the Company.

POSSIBLE DILUTION OF VALUE OF SHARES UPON BUSINESS COMBINATION.  A business
combination normally will involve the issuance of a significant number of
additional shares.  Depending upon the value of the assets acquired in such
business combination, the per share value of our common stock may increase
or decrease, perhaps significantly.

ADDITIONAL RISKS RELATING TO DOING BUSINESS IN A FOREIGN COUNTRY.  We may
effectuate a business combination with a merger target whose business
operations or even headquarters, place of formation or primary place of
business are located outside the United States.  In such event, we may face
the significant additional risks associated with doing business in that
country.  In addition to the language barriers, different presentations of
financial information, different business practices, and other cultural
differences and barriers that may make it difficult to evaluate such a merger
target, ongoing business risks result from the international political
situation, uncertain legal systems and applications of law, prejudice against
foreigners, corrupt practices, uncertain economic policies and potential
political and economic instability that may be exacerbated in various
foreign countries.

TAXATION.  Federal and state tax consequences will, in all likelihood, be
major considerations in any business combination we may undertake. Currently,
such transactions may be structured so as to result in tax-free treatment
to both companies, pursuant to various federal and state tax provisions.
We intend to structure any business combination so as to minimize the federal
and state tax consequences to both the Company and the target company.
However, there can be no assurance that such business combination will meet
the statutory requirements of a tax-free reorganization or that the parties
will obtain the intended tax-free treatment upon a transfer of stock or
assets.  A non-qualifying reorganization could result in the imposition of
both federal and state taxes which may have an adverse effect on both parties
to the transaction.


Item 7.  Financial Statements

In fiscal 2003 we were an inactive entity.  Pursuant to Section 3-11 of
Regulation S-X, our financial statements required for purposes of reports
pursuant to the Securities Act of 1934 may be unaudited.


<PAGE>                           12



                   EASTON TECHNOLOGIES CORPORATION
                    (A DEVELOPMENT STAGE COMPANY)

                    UNAUDITED FINANCIAL STATEMENTS

                          December 31, 2003



                          TABLE OF CONTENTS



                                                                   Page No.
                                                                    -------
Balance Sheet as of December 31, 2003.......................           14

Statement of Operations and for the Year Ended
  December 31, 2003.........................................           15

Statement of Stockholders' Equity for the Year
  Ended December 31, 2003....................................          16

Statement of Cash Flows for the Year Ended
  December 31, 2003..........................................          17

Notes to Financial Statements................................          18



<PAGE>                            13




                     EASTON TECHNOLOGIES CORPORATION
                      (A Development Stage Company)

                              BALANCE SHEET
                            December 31, 2003
                               (Unaudited)

                                  ASSETS

CURRENT ASSETS .........................................    $        0
                                                            ----------
   TOTAL CURRENT ASSETS ................................             0
                                                            ----------
OTHER ASSETS............................................             0
                                                            ----------
  TOTAL OTHER ASSETS ...................................             0
                                                            ----------
TOTAL ASSETS ...........................................    $        0
                                                            ==========

                 LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES ....................................    $        0
                                                            ----------
  TOTAL CURRENT LIABILITIES.............................             0
                                                            ----------
STOCKHOLDERS' EQUITY
 Preferred stock, $.0001 par value, 20,000,000 shares
  authorized, none share issued and outstanding.........             0

 Common stock, $.0001 par value, 80,000,000 shares
  authorized, 5,000,000 shares issued and outstanding...           500

Contributed capital.....................................         8,150

Deficit accumulated during development stage ...........       (8,650)
                                                            ----------
   TOTAL STOCKHOLDERS' EQUITY...........................             0
                                                            ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY..............     $       0
                                                            ==========




The accompanying notes are an integral part of these financial statements


<PAGE>                               14




                   EASTON TECHNOLOGIES CORPORATION
                    (A Development Stage Company)

                      STATEMENT OF OPERATIONS
                             (Unaudited)


                                                 For the Years Ended
                                                    December 31
                                           -----------------------------
                                                2003               2002
                                           --------------  -------------

REVENUE................................     $         0     $         0
                                            ------------   ------------
EXPENSES
 Administrative and general expenses...           2,800           5,350
 Organization costs....................               -             500
                                            ------------   ------------
  TOTAL EXPENSES.......................           2,800           5,850
                                            ------------   ------------

NET LOSS...............................      $  (2,800)      $  (5,850)
                                            ============   ============

Net Loss Per Share, Basic and Diluted..      $     0.00      $    0.00
                                            ============   ============

Weighted Average Number of
 Common Shares Outstanding.............       5,000,000      5,000,000
                                            ============   ============


The accompanying notes are an integral part of these financial statements



<PAGE>                            15





                   EASTON TECHNOLOGIES CORPORATION
                    (A Development Stage Company)

                    STATEMENT OF STOCKHOLDERS' EQUITY
           For the Years Ended December 31, 2003 and 2002
                             (Unaudited)

<TABLE>
<CAPTION>

                                                             Deficit Accumulated
                              Common Stock      Contributed       During
                           Shares       Amount    Capital     Development Stage    Total
                       ------------ ---------  -------------  -----------------  ----------

                         <c>        <c>          <c>             <c>              <c>
March 8, 2002
 Issuance of common
  Stock for service     5,000,000    $   500           -             -             $  500

Contributed capital          -            -      $  5,350            -              5,350

Net loss for the period
 From March 8, 2002 (inception)
  to Dec. 31, 2002           -            -            -       $ (5,850)          (5,850)

Balance at
 Dec. 31, 2002          5,000,000     $  500      $  5,350     $ (5,850)         $     0
                       ==========     =======     =========    =========         ========

Contributed capital          -            -        $ 2,800         -               2,800

Net loss                     -            -            -       $ (2,800)         (2,800)

Balance at
 Dec. 31, 2003         5,000,000      $  500       $ 8,150     $ (8,150)          $    0
                      ==========      =======     =========    =========         =======


</TABLE>

The accompanying notes are an integral part of these financial statements



<PAGE>                             16




                     EASTON TECHNOLOGIES CORPORATION
                      (A Development Stage Company)

                        STATEMENT OF CASH FLOWS
                              (Unaudited)


                                                   For the Years Ended
                                                       December 31
                                             -----------------------------
                                                2003               2002
                                             -------------- --------------

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net Loss..................................    $   (2,800)      $ (5,850)
  Adjustment to reconcile net loss to
  net cash provided by operational activities
   Net cash used in operating activities...              0              0
                                                ----------     ----------
     Net cash used by operating activities.        (2,800)        (5,850)

CASH FLOWS FROM INVESTING ACTIVITIES.......              0              0
                                                ----------     ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Issuance of common stock for service......              0            500
 Contributed capital.......................          2,800          5,350
                                                ----------      ---------
   Net cash provided by financing activities         2,800          5,850
                                                ----------      ---------

NET INCREASE (DECREASE)....................     $        0      $       0
                                                ==========      ==========

Cash, Beginning of period..................     $        0      $       0
                                                ==========      ==========
Cash, End of period........................     $        0      $       0
                                                ==========      ==========


The accompanying notes are an integral part of these financial statements



<PAGE>                            17




                        EASTON TECHNOLOGIES CORP.
                    (A DEVELOPMENT STAGE CORPORATION)

                 NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                            DECEMBER 31, 2003


1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Going Concern

The accompanying financial statements have been prepared in conformity with
United States generally accepted accounting principles, which contemplate
continuation of the Company as a going concern.  However, the Company has
incurred losses since its inception and has not net been successful in
establishing profitable operations. These factors raise substantial doubt
about the ability of the Company to continue as a going concern. The
management's plans include the acquisition of a suitable business venture
to provide the opportunity for the Company to continue as a going concern.
However, there can be no assurance that management will be successful in
this endeavor.

Organization

Easton Technogies Corp. (a development stage company) ("the Company") was
incorporated in the State of Delaware on March 8, 2002 to serve as a vehicle
to effect a merger, exchange of capital stock, asset acquisition or other
business combination with a domestic or foreign private business. As to date
the Company has no agreement to enter into a business combination with any
specific business or company.  The Company's fiscal year end is December 31.

Cash and cash equivalents

The Company considers all liquid investments with a maturity of three months
or less from the date of purchase that are readily convertible into cash to
be cash equivalents.

Use of estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect certain reported amounts and disclosures. Accordingly, actual
results could differ from those estimates.


<PAGE>                           18


Start-up expenses

The Company is expensing all start up expenses in accordance with AICPA
Statements of Position 98-5.

Income taxes

The Company records its income tax provision in accordance with SFAS 109,
which requires the use of the liability method of accounting for deferred
income taxes. As the Company has not generated taxable income since its
inception, no provision for income taxes has been made. At December 31, 2003,
the Company did not have any significant net operating loss carry forwards.
At December 31, 2003, the Company did not have any significant deferred tax
liabilities or deferred tax assets.

Basic and diluted net loss per share

Net loss per share is calculated in accordance with Statement of Financial
Accounting Standards 128, Earnings Per Share ("SFAS 128"), which superseded
Accounting Principles Board Opinion 15 ("APB 15"). Basic net loss per share
is based upon the weighted average number of common shares outstanding.
Diluted net loss per share is based on the assumption that all dilutive
convertible shares, stock options and warrants were converted or exercised.
Dilution is computed by applying the treasury stock method. Under this method,
options and warrants are assumed to be exercised at the beginning of the
period (or at the time of issuance, if later), and as if funds obtained
thereby were used to purchase common stock at the average market price during
the period. At December 31, 2002 there were no dilutive convertible shares,
stock options or warrants.

2. SHAREHOLDERS' EQUITY

Preferred Stock

The Company is authorized to issue 20,000,000 shares of preferred stock at
$.0001 par value, with such designation voting and other rights and
preferences as may be determined from time to time by the Board of Directors.
As of December 31, 2003, no preferred stock has been issued.

Common Stock and Contributed Capital

The Company is authorized to issue 80,000,000 shares of common stock at
$.0001 par value. At December 31, 2003, there were 5,000,000 shares of the
Company's common stock issued and outstanding.  As to date all expenses
incurred or paid by the controlling shareholder on behalf of the Company are
recorded as contributed capital.


<PAGE>                             19



3. RELATED PARTY TRANSACTIONS

Since its inception, the Company has not paid any compensation to any officer
or director of the Company and no significant time and efforts have either
incurred on the part of management.

The Company neither owns nor leases any real property.  A mailing address is
provided to the Company at no charge by a third party.

All expenses incurred or paid by the controlling shareholder on behalf of the
Company to the date have been recorded in the Company's statement of
operations with a related credit to contributed capital.


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

None.


Item 8A.   Controls and Procedures

Management has evaluated the effectiveness of our disclosure controls and
procedures (as such term is defined in Rules 13a-15 and 15d-15 under the
Securities Exchange Act of 1934, as amended) as of the end of the period
covered by this annual report (the "Evaluation Date").  Based upon such
evaluation, the officer has concluded that, as of the Evaluation Date, our
disclosure controls and procedures are effective in alerting him on a timely
basis to material information relating to the Company required to be
included in our reports filed or submitted under the Exchange Act.

During the most recent fiscal year, there have not been any significant
changes in our internal controls over financial reporting or in other factors
that could have materially affected, or are reasonably likely to materially
affect, our internal controls over financial reporting.


<PAGE>                            20



                                PART III


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

We have only one Director and Officer as follows:

     Name       Age                 Positions
-------------- -----  -----------------------------------------------
Jianjun Zhang   34    President, Treasurer, Secretary, and Director

There are no agreements or understandings for the officer or director to
resign at the request of another person and the above-named officer and
director is neither acting on behalf of nor will act at the direction of any
other person.

Set forth below is the name of our director and officer, all positions and
offices with the Company held, the period during which he has served as such,
and the business experience during at least the last five years:

Mr. Jianjun Zhang has served as president, treasurer, secretary and the sole
director of the Company since March 8, 2002 (inception).  From February 1994
to January 2000, Mr. Zhang was product manager of Shanghai Xiehe Daily-Use
Healthy Products Limited, a manufacturer and seller of health and beauty
products in Shanghai, China.  From January 2000 to January 2002, he was a
self-employed small business consultant.  From January 2002 to present, he
has been the president of Waywood Investment Ltd., a business consulting
firm incorporated in the British Virgin Islands.

During the past five years, no present or former directors, executive officers,
promoters, or control persons of the Company involve any legal proceedings
that are material to an evaluation of their ability or integrity, as described
in Item 401 of Regulation S-B.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

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

To the Company's knowledge, based solely on its review of the copies of such
reports  furnished  to the Company and written representations that no other
reports were required during the year ended December 31, 2003, all Section
16(a) filing requirements applicable to its officers, directors and greater
than 10% beneficial owners were complied with.



<PAGE>                             21



Item 10.  Executive Compensation

Our sole officer and director does not receive any compensation for his
services rendered to the Company, has not received such compensation in the
past, and is not accruing any compensation pursuant to any agreement with
us.  No retirement, pension, profit sharing, stock option or insurance plan
or other similar programs have been adopted by the Company for the benefit
of its executive officers.

COMPENSATION OF DIRECTORS

There was no compensation paid to the sole director of the Company.

EMPLOYMENT AGREEMENTS

We have not entered into any employment contract with our sole executive
officer.

LONG-TERM INCENTIVE PLAN

None.


Item 11. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of July 23, 2004, certain information
with respect to the beneficial ownership of our common stock as to (i) each
person known by the Company to beneficially own more than five percent of
the outstanding shares of our common stock, (ii) each of our directors,
(iii) each of our named executives and (iv) all of our directors and executive
officers as a group.  Except as noted, each person has sole voting and
investment power with respect to the shares shown.

                     Name and Address       Amount and Nature of   Percent
Title of Class     of Beneficial Owner      Beneficial Ownership  of Class
-------------- ---------------------------- --------------------- ---------
Common Stock   Comp Asset International Ltd.     4,250,000            85%
               49-51 Jervois Street, 7th Floor
               Sheung Wan, Hong Kong

Common Stock   Jianjun Zhang (1)                   750,000            15%
               524 Westgate Drive
               Edison, NJ 08820

Common Stock   All Officers and                    750,000            15%
               Directors as a Group (one person)
--------------------------------------------------------------------------
(i) Comp Asset International Ltd. is owned by South Sea Petroleum Holdings
    Ltd., a Hong Kong corporation.



<PAGE>                            22


There are no outstanding options or warrants to purchase, nor any securities
convertible into, our common shares.

CHANGES IN CONTROL

The Company knows of no arrangement, including the pledge by anyone of any
securities of the Company, may result in a change in control.


Item 12.  Certain Relationships and Related Transactions

On March 8, 2002, we issued 5,000,000 shares of our common stock to Waywood
Investment Ltd. for the services it rendered in connection with the
organization of the Company valued at $500.  Our sole director and officer,
Jianjun Zhang, is the controlling shareholder and the sole officer of
Waywood.


Item 13.  Exhibits and Reports on Form 8-K

(a)   Exhibits

xhibit No.                      Description
---------  ---------------------------------------------------------
 3.1       Certificate of Incorporation (1)

 3.2       By-Laws (1)

 4.1       Specimen Stock Certificate (2)

10.1       Agreement with Waywood Investment Ltd. (1)

10.2       Shareholder agreement (1)

31.1       Certification of Principal Executive Officer and Principal
           Accounting Officer pursuant to Rule 13a-14(a), as adopted
           pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1       Certification of Principal Executive Officer and Principal
           Accounting Officer pursuant to 18 U.S.C. Section 1350, as
           adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
-------------------------------------------------------------------------
(1)  Incorporated by reference from the Company's registration statement on
Form 10-SB filed on June 10, 2002 (File No. 000-49853)

(2)  Incorporated by reference from the Company's registration statement on
Form 10-SB/A filed on July 29, 2002 (File No. 000-49853).

(b)  Reports on Form 8-K

No reports on Form 8-K were filed during the fourth quarter of 2003.



<PAGE>                              23


Item 14. Principal Accountant Fees and Services

1. Audit and Audit-Related Fees

During the year ended December 31, 2003, the Company's financial statements
have not been audited pursuant to Section 3-11 of Regulation S-X. Accordingly,
no fees have been paid to the Company's principal accountant in fiscal 2003.

During the year ended December 31, 2002, the Company's principal accountant
billed $500 in fees that were directly associated with the preparation of
annual audit reports and quarterly review reports.

2.  Tax Fees

During the year ended December 31, 2003 and 2002, the Company's principal
accountant billed $-0- in fees that were directly associated with the
preparation of tax filings.

3.  All Other Fees

The Company's principal accountant did not bill any other fees during the
years ended December 31, 2003 and 2002.

Audit Committee's Pre-Approval Policies and Procedures

The Company does not have an audit committee at this time.



                                  SIGNATURES

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


Easton Technologies Corp.


By: /s/ Jianjun Zhang
------------------------------
Jianjun Zhang, President and
the sole Director


Date: July 23, 2004