SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       ----------------------------------
                                   FORM 10-KSB

                Annual report pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

                   For the Fiscal Year ended December 31, 2002

                        Commission file number 000-32477

                              AVIC TECHNOLOGIES LTD
                 (Name of Small Business Issuer In Its Charter)

                                    Delaware
                         (State or other jurisdiction of
                         incorporation or organization)

                                   98-0212726
                        (IRS Employer Identification No.)

     Suite 600, 445 St-Francis Xavier St., Montreal, Quebec, Canada H2Y 2T1
                    (Address of principal executive offices)

                                 (514) 844-3510
                           (Issuer's telephone number)

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

Securities  registered under Section 12(g) of the Exchange Act: Common Stock par
value $0.0001

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 of 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 [ ]

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
registrant's  best  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]

Issuer's revenues for its most recent fiscal year was $10,000.

The  aggregate  market  value of  voting  stock  held by  non-affiliates  of the
Registrant as of February 28, 2003: $1,674,000.00

<PAGE>


As of December 31, 2002,  the  Registrant  had  15,221,000  shares of its Common
Stock outstanding.

Transitional Small Business Disclosure Format:  YES [X]    NO [  ]


 ITEM 1.                              BUSINESS

(a)  Business Development

     Avic  technologies  Ltd.  (the  "Company"  or "We" or  "Avic"),  a Delaware
corporation,  was organized on March 4, 1999.  The Company has not been involved
with any bankruptcy,  receivership or similar  proceedings.  The Company has not
had any material reclassification, merger, consolidation, or purchase or sale of
a significant amount of assets that is not in the ordinary course of business.

(b)  Business of Issuer

     We are a Delaware corporation, established on March 4, 1999.

     Initially,  the  main  business  goal  of  Avic  was to  provide  technical
services, offering small and medium sized contractors access to our expertise in
the construction industry, and to enter into the manufacture of window frames in
China.  The  Company  later  established  an office in Beijing,  China,  and the
success of the venture was  dependent on  concluding a joint  venture  agreement
with Shenzhen Li Zheng Industrial Ltd., of Shenzhen, Guangdong,

     Unfortunately this joint venture was never realized, and on December, 2001,
the  Board of  Directors  of Avic  decided  to close its  China  operations  and
re-orient the business goal of the Company elsewhere.

     Currently,  the  Company  has no  business  and  is  actively  seeking  new
ventures.  There can be no  assurance  such  ventures  will be found or that the
necessary funding to finance any new business venture will be obtained.  Towards
this  goal,  on August  26,  2002,  we  entered  into an  agreement  to  acquire
Ecolo-Mondo Ltd from International Management Technologies ("IMT").  Ecolo-Mondo
is a Canadian  company engaged in the field of waste recycling and production of
energy. The sale was scheduled to close by November 2002; however IMT was unable
to meet various conditions and requirements  included in our agreement.  As such
on November 15, 2002,  AVIC notified IMT that we were  terminating  the proposed
acquisition.  We are currently having  discussions with several potential merger
partners,  but  no  agreements  have  been  entered  through  the  date  of  our
independent auditors' report.

Employees

     We  currently  have two full  time  employees,  one of whom is also  senior
management.  One is in charge of sales and marketing activities & the other is a
director of engineering and research and development.  None of our employees are
represented  by a labor union.  We believe that relations with our employees are
good.

<PAGE>

ITEM 2. PROPERTIES

     The Company  maintains its corporate  offices at Suite 600, 445  St-Francis
Xavier Montreal, Quebec, Canada where we have approximately 500 square feet at a
monthly  rental of $3,500.00  including all  utilities,  secretary  services and
applicable  taxes. As noted in our financial  statements,  a portion of the 2002
rent was satisfied via the issuance of 195,455  shares of our common stock,  and
no rent was charged for the period October 1, 2002 to December 31, 2002.


ITEM 3. LEGAL PROCEEDINGS

     The Company is not currently involved in any material legal proceedings.

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

     Not applicable.


                                     PART II


ITEM 5. MARKET  PRICE OF  REGISTRANT'S  COMMON  EQUITY AND  RELATED  STOCKHOLDER
        MATTERS

     (a)  Market Information

     The common  shares of the Company  commenced  quotation  the NASD  Bulletin
Board on August 24, 2001, under the ticker symbol AVIC.

<TABLE>
<S>              <C>                      <C>               <C>
                 2001                      High              Low
                 ----                      ----              ----
                   Q3                     $0.22             $0.05
                   Q4                      0.35              0.13

                 2002
                 ----                      ----
                   Q1                      0.20              0.15
                   Q2                      0.22              0.10
                   Q3                      0.30              0.05
                   Q4                      0.52              0.10
</TABLE>
     (b)  Holders

     As of December 31, 2002, the Registrant had 15,221,000 shares of its Common
Stock outstanding, held by approximately sixty five shareholders of record.

     Of the 15,221,000 shares of common stock outstanding of which 8,110,000 are
currently  subject to the resale  restrictions  and  limitations of Rule 144. In
general,  under Rule 144 as currently in effect,  subject to the satisfaction of
certain other  conditions,  a person,  including an affiliate,  or persons whose

<PAGE>

shares are aggregated with affiliates, who has owned restricted shares of common
stock  beneficially  for at least  one year is  entitled  to  sell,  within  any
three-month  period,  a number  of shares  that does not  exceed 1% of the total
number of outstanding shares of the same class. In the event the shares are sold
on an exchange or are reported on the automated quotation system of a registered
securities association, you could sell during any three-month period the greater
of such 1% amount or the average  weekly trading volume as reported for the four
calendar weeks preceding the date on which notice of your sale is filed with the
SEC. Sales under Rule 144 are also subject to certain manner of sale provisions,
notice requirements and the availability of current public information about us.
A person who has not been an affiliate for at least the three months immediately
preceding the sale and who has beneficially  owned shares of common stock for at
least two years is entitled to sell such shares under Rule 144 without regard to
any of the limitations described above.

     As at December 31, 2002, the Company had no warrants issued and outstanding

     (c)  Dividends

     The Company has had  insignificant  revenues to date, and no dividends have
been declared to date.  The payment by the Company of dividends,  if any, in the
future,  rests within the  discretion of its Board of Directors and will depend,
among other things,  upon the Company's earnings,  its capital  requirements and
its financial condition, as well as other relevant factors.


     (d)  Recent Sale of Unregistered Securities

     During  2002,  the Company  issued an  aggregate  of  2,000,000  shares for
services  rendered.  1 million shares were issued to East Delta  Resources Corp.
for rent and  consulting  services.  East Delta is not an  affiliate of Company.
500,000  shares were issued to each of Louis A. Ladouceur (not an affiliate) and
Victor Sun (a director) for services rendered. These shares were issued pursuant
to the  exemption  contained in Regulation S and were valued at $0.11 per share,
except for  100,000  shares  issued to East Delta which were valued at $0.14 per
share.


ITEM 6. MANAGEMENT DISCUSSION AND ANALYSIS

Selected Financial Data

     The following selected financial data for the year ending December 31, 2002
is derived from the Company's audited financial  statements  included  elsewhere
herein.  The  following  data should be read in  conjunction  with the financial
statements of the Company.

Statement of Operations Data
<TABLE>
                                                     From Year Ending
                                   12/31/02                                 12/31/01
<S>                               <C>               <C>                   <C>
Net Revenues                        $10,000                                $  41,371
Total Expenses                     $242,016                                $ 206,153
Income Taxes                            -0-                                      -0-
Net Loss                          ($232,016)                               ($164,782)
Loss Per Share                       ($0.02)                                  ($0.01)
</TABLE>
<PAGE>

Balance Sheet Data
<TABLE>
                                 December 31,2002
<S>                             <C>
Working Capital                     $   (49,529)
Total Assets                        $     4,730
Total Liabilities                   $    54,259
Stockholders' Equity                $   (49,529)
</TABLE>

     The following  discussion  should be read in conjunction with the financial
statements  and  related  notes which are  included  elsewhere  in this  report.
Statements  made  below  which  are not  historical  facts  are  forward-looking
statements.   Forward-looking   statements   involve   a  number  of  risks  and
uncertainties  including,  but not  limited  to,  general  economic  conditions,
competition, availability of the Product and our ability to market our product.

     As described above,  initially our main business purpose was to provide our
technical  expertise in the fiberglass  window  industry as consultants to small
and  medium  building  contractors,  and  establishing  joint  ventures  in  the
production  and  marketing  of  fiberglass  window  frames in China.  We are now
inactive and are seeking a new venture.

Revenues and Cash Position

     During the year ended  December  31,  2002,  we had a merger  down  payment
income of $10,000  and a net loss of $232,016 as compared to revenues of $41,371
and a net loss of $161,111 for the year ended December 31, 2001.

     As of December 31, 2002,  our cash position was $4,730  compared to $15,170
as of December 31, 2001.

Operating Expenses and Net Loss

     Our average  monthly  expenses during the years ended December 31, 2002 and
2001, approximated $20,200 and $17,200,  respectively.  These expenses, included
rent, employee salaries,  management salaries,  office overhead,  consultant and
professional fees, travel, business entertainment,  equipment,  and insurance. A
portion of these  expenses were satisfied via the insurance of our common stock,
including  but not limited to,  officer and  director  compensation  expenses of
$55,000  for the year ended  December  31,  2002 and  $35,000 for the year ended
December 31, 2001. The increase of $20,000 in officer and director  compensation
expenses is due to the increase in management work for finding a merger partner.

     The major part of our expenditures in 2002, representing  approximately 62%
of our total expenses,  resulted from the payment of professional and consulting
fees.  Professional  and  consulting  fees were  $150,690  for the year end 2002
compared  to  $110,245;  the change in which was a result of funding  the merger
partners search & due diligence  services  performed.  Again, a portion of these
expenses were satisfied via the issuance of our common stock. The balance of our
expenses was used primarily for the office rental & interest.

<PAGE>

     We currently  rent a 500 sq. ft. of space for our offices in Suite 600, 445
Rue Saint-Francois-Xavier under a month to month arrangement, costing $3,500 per
month. We are looking into reducing this monthly cost.

     During the year ending December 31, 2002, the Company incurred an operating
loss of $232,016 and as of such date, we have a deficit  accumulated  during the
development stage of $750,240.

     Loss per share was $0.02 for the years ended  December 31, 2002 as compared
to $0.01 for the years ended December 31, 2001.


ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The financial  statements are included  herein  commencing on page F-1. The
Company is not required to provide supplementary financial information.


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

     None


                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
<TABLE>
Name                                 Age          Position
<S>                                 <C>          <C>
Annette Shaw                          49          President and Director

Victor Sun                            60          Vice President and Director
</TABLE>
Officers and directors

Ms. Annette Shaw, President & Director

     Ms. Shaw has worked both in the  private and public  sectors,  and has held
various management  positions.  In 1990, she established the groundwork for this
company by forming her own  business to develop and finance  projects in the Far
East. From 1992 to 1997 she worked for the Planned  Parenthood Ass. of San Mateo
County as manager of claims  processing,  while  still  developing  her Far East
interests. She has established strong and close relationships with many contacts
in both the private and government  sectors in China and Taiwan.  This extensive
experience  and  entrepreneurial  spirit is the basis  for our  development  and
potential implementation of joint ventures and strategic partnerships. From 1997
to early 1999, she was the Chairman and CEO of  Sino-Canadian  Resources Ltd., a
non-reporting  Bulletin  Board company  seeking to develop gold mining in China.
Ms.  Shaw  has a BA in  Business  Administration  from  University  of  Windsor,
Ontario, Canada in 1979.
<PAGE>

Mr. Victor Sun, Vice President & Director

     Mr. Sun is a Professional  Engineer with over 28 years of  engineering  and
management experience. Mr. Sun was with Lafarge Cement for 14 years, from August
1971 to September  1986,  where he directed the design of control and automation
systems  for  all  new and  rehabilitation  projects.  In the  late  1970's,  he
initiated the cement consulting market in China for Lafarge Consultants with the
Fa Yuan project and established a co-operative  relationship with a major cement
design and  research  institute  in China.  He worked for Monenco Agra from Sept
1987 to August 1997 as the  instrumentation  discipline engineer of the Hibernia
Off Shore  Platform  Project.  From 1996 to 1999, he served as Vice President of
Asia Pacific Concrete Inc. (Calgary exchange:  symbol AFI), of Calgary, Alberta,
a business  involved in development with Chinese partners of cement and concrete
projects in China.  His  experience in developing  business with China's  cement
industry  dates back 18 years while being  employed  by Lafarge.  Since  helping
establish the China Pacific Industrial  Corporation (CPIC), a private investment
company  with  holdings  in Canada  and China,  he has  continued  to  establish
relations with contacts in China and has been  instrumental in developing CPIC's
potential joint venture projects.

     Directors serve until not re-elected at an annual meeting of shareholders.


Indemnification of Directors and Officers

     Section 145 of the Delaware General Corporation Law, as amended, authorizes
the Company to  indemnify  any  director  or officer  under  certain  prescribed
circumstances  and  subject to certain  limitations  against  certain  costs and
expenses,   including  attorney's  fees  actually  and  reasonably  incurred  in
connection  with  any  action,  suit or  proceeding,  whether  civil,  criminal,
administrative or investigative, to which a person is a party by reason of being
a director or officer of the Company if it is determined  that such person acted
in  accordance  with  the  applicable  standard  of  conduct  set  forth in such
statutory  provisions.  The  Company's  Certificate  of  Incorporation  contains
provisions  relating to the  indemnification  of director  and  officers and the
Company's  By-Laws  extends  such  indemnities  to the full extent  permitted by
Delaware law.

     The Company may also purchase and maintain insurance for the benefit of any
director  or  officer  which may cover  claims for which the  Company  could not
indemnify such persons.

Compensation of Directors

     Through  December 31, 2002, no compensation has been paid and/or accrued to
Directors.  In 2003,  the Company may begin to pay and/or accrue a sum of $1,000
for each of the directors for their  attendance at Board Meetings plus an annual
stipend of $2,000 to cover their expenses.

<PAGE>


ITEM 10. EXECUTIVE COMPENSATION OF EXECUTIVE OFFICERS

<TABLE>
                                 SUMMARY COMPENSATION TABLE

Name and                                                                 Other          Long-term
Principal Position         Year(1)         Salary       Bonus       Compensation        Compensation:Options
------------------         ------          ------       -----       ------------        --------------------
<S>                       <C>             <C>          <C>         <C>                 <C>
Annette Shaw                                none        none        none                none
(President)
</TABLE>
(1)  Covers the period from January 1, 2001 to the fiscal year ended on December
     31, 2002.

(c)  Options/SAR Grants Table

     None.

(d)  Aggregated Option/SAR Exercises and Fiscal Year End Option/SAR Value Table

     None.

(e) Long Term Incentive Plan ("LTIP") Awards Table

     None.

(f) Compensation of Directors

     Through  December 31, 2002, no compensation has been paid and/or accrued to
Directors.

(g)  Employment Contracts and Termination of Employment,  and  Change-in-Control
     Arrangements

     None.

(h)  Report on Re-pricings of Options/SARs

     None.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers  and  directors,  and  persons  who own  more  than  ten  percent  of a
registered  class  of the  Company's  equity  securities,  to  file  reports  of
ownership and changes in ownership with the Securities and Exchange  Commission.
Officers,  directors and  greater-than-ten-percent  shareholders are required by
SEC  regulation  to furnish the Company  with copies of all Section  16(a) forms
they file. During the fiscal year ending December 31, 2002, one director did not
file a Form 4 to reflect the receipt of 500,000 shares for consulting services.

<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table  sets  forth  information  as of  December  31,  2002
regarding the beneficial  ownership of the Company's  Common Stock,  $0.0001 par
value,  as of the date hereof and after the Offering by (i) each person known by
the  Company  to own  beneficially  more  than  five  percent  of the  Company's
outstanding  shares of Common Stock, (ii) each director and executive officer of
the Company who owns shares and (iii) all directors  and  executive  officers of
the Company as a group. Unless otherwise  indicated,  all shares of Common Stock
are owned by the  individual  named as sole  record  and  beneficial  owner with
exclusive  power to vote and dispose of such shares.  None of the people  listed
below owns any other securities of the Company.  There are no arrangements which
may result in a change in control of the Company.
<TABLE>
                                Number of
Name                            shares owned
                                beneficially        % of total
                                -------------       -------------
<S>                             <C>                <C>
Annette Shaw                    4,700,000           30.9

Victor Sun                      1,520,000            9.9

All Directors and Officers      6,220,000           40.8
(two persons)
</TABLE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Refer to Page F-8 Note E of our audited financial statements.

                                     PART IV

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)

Exhibits
         99.1     Sarbanes - Oxley Certification
         99.2     Sarbanes - Oxley Certification

(b) Reports on Form 8-K None.

ITEM 14. CONTROLS AND PROCEDURES

<PAGE>



                                  CERTIFICATION

I, ANNETTE SHAW, hereby certify that:

     1.   I have reviewed this annual report on Form 10-KSB of AVIC Technologies
          Ltd.;

     2.   Based on my  knowledge,  this  report  does  not  contain  any  untrue
          statement  of a  material  fact,  or omit to  state  a  material  fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this report; and

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this report,  fairly  present in all material
          respects the financial position, results of operations, and cash flows
          of the issuer as of, and for, the periods presented in this report.

     4.   I am responsible for establishing and maintaining  disclosure controls
          and procedures for the issuer and have:

          (i)  Designed such  disclosure  controls and procedures to ensure that
               material  information relating to the issuer is made known to me,
               particularly  during the period in which the periodic reports are
               being prepared;

          (ii) Evaluated the effectiveness of the issuer's  disclosure  controls
               and procedures as of December 31, 2002; and

          (iii)Presented in the report our conclusions  about the  effectiveness
               of the disclosure  controls and procedures based on my evaluation
               as of the Evaluation Date;

     5.   I have disclosed,  based on my most recent evaluation, to the issuer's
          auditors and the audit committee of the board of directors (or persons
          fulfilling the equivalent function):

          (i)  All  significant  deficiencies  in the  design  or  operation  of
               internal  controls  which  could  adversely  affect the  issuer's
               ability to record,  process,  summarize and report financial data
               and  have  identified  for the  issuer's  auditors  any  material
               weaknesses in internal controls; and

          (ii) Any fraud,  whether or not material,  that involves management or
               other  employees  who  have a  significant  role in the  issuer's
               internal controls; and

<PAGE>

     6.   I have indicated in the report  whether or not there were  significant
          changes  in  internal   controls  or  in  other   factors  that  could
          significantly  affect internal controls  subsequent to the date of our
          most recent  evaluation,  including any corrective actions with regard
          to significant deficiencies and material weaknesses.

Date:  March 12, 2003

/s/ Annette Shaw
-----------------------
Annette Shaw, President
(Chief Executive Officer)


<PAGE>

                                  CERTIFICATION

I, ANNETTE SHAW, hereby certify that:

     1.   I have reviewed this annual report on Form 10-KSB of AVIC Technologies
          Ltd.;

     2.   Based on my  knowledge,  this  report  does  not  contain  any  untrue
          statement  of a  material  fact,  or omit to  state  a  material  fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this report; and

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this report,  fairly  present in all material
          respects the financial position, results of operations, and cash flows
          of the issuer as of, and for, the periods presented in this report.

     4.   I am responsible for establishing and maintaining  disclosure controls
          and procedures for the issuer and have:

          a.   Designed such  disclosure  controls and procedures to ensure that
               material  information relating to the issuer is made known to me,
               particularly  during the period in which the periodic reports are
               being prepared;

          b.   Evaluated the effectiveness of the issuer's  disclosure  controls
               and procedures as of December 31, 2002; and

          c.   Presented in the report our conclusions  about the  effectiveness
               of the disclosure  controls and procedures based on my evaluation
               as of the Evaluation Date;

     5.   I have disclosed,  based on my most recent evaluation, to the issuer's
          auditors and the audit committee of the board of directors (or persons
          fulfilling the equivalent function):

          a.   All  significant  deficiencies  in the  design  or  operation  of
               internal  controls  which  could  adversely  affect the  issuer's
               ability to record,  process,  summarize and report financial data
               and  have  identified  for the  issuer's  auditors  any  material
               weaknesses in internal controls; and

          b.   Any fraud,  whether or not material,  that involves management or
               other  employees  who  have a  significant  role in the  issuer's
               internal controls; and

<PAGE>

     6.   I have indicated in the report  whether or not there were  significant
          changes  in  internal   controls  or  in  other   factors  that  could
          significantly  affect internal controls  subsequent to the date of our
          most recent  evaluation,  including any corrective actions with regard
          to significant deficiencies and material weaknesses. 7.

Date:  March 12, 2003

/s/ Annette Shaw
----------------------
Annette Shaw, Acting CFO


<PAGE>
                             AVIC TECHNOLOGIES LTD.
                        (A Development Stage Enterprise)

                       Financial Statements as of and for
                              various periods ended
                           December 31, 2002 and 2001,
                                       and
                          Independent Auditors' Report


<PAGE>



                             AVIC TECHNOLOGIES LTD.
                        (A Development Stage Enterprise)

                                TABLE OF CONTENTS
<TABLE>
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                           <C>
                                                                                                             Pages

Independent Auditors' Report                                                                                   F-2

Financial Statements:

     Balance Sheet as of December 31, 2002                                                                     F-3

     Statements of Operations for the years ended December 31, 2002 and 2001,
      and for the period March 4, 1999 (date of incorporation) to December 31, 2002                            F-4

     Statements of Stockholders' Equity (Deficit) for the years ended December
      2002 and 2001, and for the period March 4, 1999 (date of incorporation) to
      December 31, 2002
                                                                                                               F-5

     Statements of Cash Flows for the years ended December 31, 2002 and 2001,
      and for the period March 4, 1999 (date of incorporation) to December 31,
      2002
                                                                                                               F-6

     Notes to Financial Statements                                                                             F-7



----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
                  [Letterhead of Kingery, Crouse, & Hohl, P.A.]

INDEPENDENT AUDITORS' REPORT

To the Board of Directors of Avic Technologies Ltd.:

We have audited the accompanying  balance sheet of Avic  Technologies  Ltd. (the
"Company"),  a development  stage  enterprise,  as of December 31, 2002, and the
related statements of operations,  stockholders' equity (deficit) and cash flows
for the years ended December 31, 2002 and 2001, and for the period March 4, 1999
(date of incorporation) to December 31, 2002. These financial statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits 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 financial  statements  referred to above present fairly, in
all material respects,  the financial position of the Company as of December 31,
2002,  and the results of its  operations and its cash flows for the years ended
December  31,  2002  and  2001,  and for the  period  March  4,  1999  (date  of
incorporation)  to December 31, 2002, in conformity with  accounting  principles
generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going  concern.  As discussed in Notes A and B to the
financial  statements,  the Company is in the  development  stage,  has suffered
recurring  net losses and has a  stockholders'  deficit as of December 31, 2002.
These factors raise substantial doubt about the Company's ability to continue as
a going  concern.  Management's  plans  in  regard  to  these  matters  are also
described in Note B. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.

/s/ Kingery, Crouse, & Hohl, P.A.
Kingery, Crouse, & Hohl, P.A.

February 8, 2003
Tampa, FL





                                       F-2


<PAGE>
                                                  AVIC TECHNOLOGIES LTD.
                                              (A Development Stage Enterprise)

                                           BALANCE SHEET AS OF DECEMBER 31, 2002
<TABLE>
----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                     <C>
ASSETS

    Cash                                                                                                   $   4,730
                                                                                                          -----------------

TOTAL                                                                                                      $   4,730
                                                                                                          =================

LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES:
    Accrued and other liabilities                                                                          $  44,259
    Note payable to stockholder
                                                                                                              10,000
                                                                                                          -----------------
         Total liabilities
                                                                                                              54,259
                                                                                                          -----------------

STOCKHOLDERS' DEFICIT:
    Common stock - $.0001 par value: 50,000,000 shares authorized;
         15,221,000 shares issued and outstanding
                                                                                                               1,522
    Additional paid-in capital                                                                               699,189
    Deficit accumulated during the development stage                                                        (750,240)
                                                                                                          -----------------
       Total stockholders' deficit                                                                           (49,529)
                                                                                                          -----------------

TOTAL                                                                                                        $ 4,730
                                                                                                          =================
---------------------------------------------------------------------------------------------------------------------------

See notes to financial statements.
</TABLE>
                                       F-3

<PAGE>

                             AVIC TECHNOLOGIES LTD.
                        (A Development Stage Enterprise)

                            STATEMENTS OF OPERATIONS
<TABLE>
--------------------------------------------------------------------------------------------------------------------------------

                                                                                                           For the period
                                                                                                            March 4, 1999
                                                     For the year ended        For the year ended              (date of
                                                        December 31,              December 31,             incorporation) to
                                                            2002                      2001                   December 31,
                                                                                                                 2002
                                                     --------------------     ----------------------     ----------------------
<S>                                                  <C>                      <C>                        <C>
REVENUES:
   Consulting                                                   $      -                 $   38,850                $    86,544
    Interest                                                           -                      2,521                      5,390
    Other                                                         10,000                          -                     10,000
                                                     --------------------     ----------------------     ----------------------
         Total revenues                                           10,000                     41,371                    101,934
                                                     --------------------     ----------------------     ----------------------

EXPENSES (substantially all related party):
   Officer and director compensation                              55,000                     35,000                    180,000
   Professional and consulting fees                              150,690                    110,245                    431,759
   Website design                                                      -                          -                     32,000
   Occupancy                                                      31,500                     42,000                    147,000
   Interest                                                        1,200                          -                      1,200
   Other                                                           3,626                     18,908                     60,215
                                                     --------------------     ----------------------     ----------------------
         Total expenses                                          242,016                    206,153                    852,174
                                                     --------------------     ----------------------     ----------------------

NET LOSS                                                      $ (232,016)               $  (164,782)               $  (750,240)
                                                     ====================     ======================     ======================

NET LOSS PER SHARE - Basic and diluted                         $    (.02)                $     (.01)
                                                     ====================     ======================

Weighted average number of shares outstanding                 14,135,000                 12,549,200
                                                     ====================     ======================


-------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements.

                                       F-4
<PAGE>

                             AVIC TECHNOLOGIES LTD.
                        (A Development Stage Enterprise)

                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
-----------------------------------------------------------------------------------------------------------------------------


                                                                                                    Deficit
                                                                                                  Accumulated
                                                  Common Stock         Additional                  During the
                                               ------------------        Paid-in   Subscription    Development
                                              Shares      Par Value      Capital    Receivable       Stage          Total
                                           ------------  ----------- ------------ -------------  -------------   ------------
Balances, March 4, 1999 (date of
  incorporation)                                      -  $        -   $         - $           -  $           -   $          -
<S>                                        <C>           <C>         <C>          <C>            <C>            <C>
Proceeds from the issuance of common stock:
     At $0.0001 per share                     8,000,000         800                                                       800
     At $0.10                                 2,778,000         278       277,522        (2,980)                      274,820

Stock issuance costs                                                      (45,189)                                    (45,189)

Issuance of common stock in
  exchange for services rendered                843,000          84        84,216                                      84,300

Net loss for the period March 4, 1999
  (date of incorporation) to December
  31, 1999                                                                                            (192,331)      (192,331)
                                           ------------  ----------- ------------ -------------- -------------   ------------

Balances, December 31, 1999                  11,621,000        1,162      316,549        (2,980)      (192,331)       122,400

Issuance of common stock in
  exchange for services rendered                600,000           60       59,940                                      60,000

Collection of subscription receivable                                                     2,980                         2,980

Net loss for the year ended
  December 31, 2000                                                                                   (161,111)      (161,111)
                                           ------------  ----------- ------------ -------------- -------------   ------------

Balances, December 31, 2000                  12,221,000        1,222      376,489             -       (353,442)        24,269

Issuance of common stock in
  exchange for services rendered              1,000,000          100       99,900                                     100,000

Net loss for the year ended
  December 31, 2001                                                                                   (164,782)      (164,782)
                                           ------------  ----------- ------------ -------------- -------------   ------------

Balances, December 31, 2001                  13,221,000        1,322      476,389             -       (518,224)       (40,513)

Issuance of common stock:
   At $.11 per share                          1,900,000          190      208,810                                     209,000
   At $.14 per share                            100,000           10       13,990                                      14,000

Net loss for the year ended
  December 31, 2002                                                                                   (232,016)      (232,016)
                                           ------------  ------------ ----------- -------------- -------------   ------------

Balances, December 31, 2002                  15,221,000  $      1,522 $   699,189 $            - $    (750,240)  $    (49,529)
                                           ============= ============ =========== ============== =============   ============

-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements.
                                       F-5

<PAGE>

                             AVIC TECHNOLOGIES LTD.
                        (A Development Stage Enterprise)

                            STATEMENTS OF CASH FLOWS
<TABLE>
---------------------------------------------------------------------------------------------------------------------------------

                                                                                                                For the period
                                                                                                                 March 4, 1999
                                                                     For the                For the                (date of
                                                                   year ended              year ended          incorporation) to
                                                                  December 31,            December 31,             December 31,
                                                                      2002                    2001                     2002
                                                              ---------------------    --------------------  ---------------------
<S>                                                           <C>                      <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
        Net loss                                                       $ (232,016)     $          (164,782)            $ (750,240)
        Adjustments reconcile net loss to net cash used
           in operating activities:
        Stock based compensation and consulting                            223,000                 100,000                467,300
        Decrease (increase) in accounts receivable                               -                   7,392                      -

        (Decrease) increase in accrued and other liabilities                 1,076                 (15,397)                44,259
                                                               --------------------    --------------------    -------------------
NET CASH USED IN OPERATING ACTIVITIES                                       (7,940)                (72,787)              (238,681)
                                                               ---------------------    --------------------    ------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
        Loan made                                                                -                       -                (25,000)
        Repayment of loan                                                        -                       -                 25,000
                                                               ---------------------    --------------------    ------------------
NET CASH PROVIDED BY INVESTING ACTIVITIES                                        -                       -                      -
                                                               ---------------------    --------------------    ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
        Loans from stockholders                                                  -                  10,000                 30,146
        Advance from stockholder                                                 -                       -                  2,500
        Repayments of loans and advances from stockholders                  (2,500)                      -                (22,646)
        Cash paid for stock issuance costs                                       -                       -                (45,189)

        Proceeds from the issuance of common stock                               -                       -                278,600
                                                               ---------------------    --------------------    ------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                   (2,500)                 10,000                243,411
                                                               ---------------------    --------------------    ------------------

NET INCREASE (DECREASE) IN CASH                                            (10,440)                (62,787)                 4,730

CASH AT BEGINNING OF PERIOD                                                 15,170                  77,957                      -
                                                               ---------------------    --------------------    ------------------

CASH AT END OF PERIOD                                                   $    4,730          $       15,170                $ 4,730
                                                               =====================    ====================    ==================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Interest paid (no income taxes paid)
                                                                        $        -     $                 -                  $ 460
                                                               =====================    ====================    ==================

----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to financial statements.
                                       F-6

<PAGE>

                             AVIC TECHNOLOGIES LTD.
                        (A Development Stage Enterprise)

                          NOTES TO FINANCIAL STATEMENTS

--------------------------------------------------------------------------------

NOTE A - FORMATION AND OPERATIONS OF THE COMPANY

Avic Technologies Ltd., Inc. ("we", "us", "our") was incorporated under the laws
of the state of Delaware on March 4, 1999. We currently are  considered to be in
the  development  stage as  defined  in  Financial  Accounting  Standards  Board
Statement No. 7.

We initially intended to participate in the building industry in China and other
parts of Asia, however for various reasons,  our business in China has stagnated
and therefore during the year ended December 31, 2002, our Board decided that it
was in the best interests of the shareholders to dispose of the current business
and seek other  opportunities in the area of environment and pollution controls.
Towards this goal,  on August 26, 2002,  we entered into an agreement to acquire
Ecolo-Mondo Ltd from International Management Technologies ("IMT").  Ecolo-Mondo
is a Canadian  company engaged in the field of waste recycling and production of
energy. The sale was scheduled to close by November 2002, however IMT was unable
to meet various conditions and requirements  included in our agreement.  As such
on November 15,  2002,  we notified  IMT that we were  terminating  the proposed
acquisition.  We are currently having  discussions with several potential merger
partners,  but  no  agreements  have  been  entered  through  the  date  of  our
independent auditors' report.

Use of Estimates

The preparation of financial  statements in accordance  with generally  accepted
accounting  principles requires us to make estimates and assumptions that affect
the reported  amounts of assets and  liabilities  and  disclosures of contingent
assets and  liabilities  at the date of the financial  statements.  The reported
amounts of revenues and expenses during the reporting  period may be affected by
the  estimates and  assumptions  we are required to make.  Actual  results could
differ significantly from those estimates.

Revenue Recognition

We record revenues as services are rendered.

Recent Pronouncements

We do not expect that the adoption of any recent accounting  pronouncements will
have a material impact on our financial statements.

NOTE B - GOING CONCERN

The  accompanying  financial  statements  have been  prepared on a going concern
basis,  which  contemplates  the  realization of assets and the  satisfaction of
liabilities  in the normal  course of business.  We have  incurred a net loss of
approximately  $750,000 for the period March 4, 1999 (date of  incorporation) to
December 31, 2002, and at December 31, 2002, we have a stockholders'  deficit of
approximately  $50,000. Our ability to continue as a going concern is ultimately
contingent  upon  our  ability  to  attain  profitable  operations  through  the
successful  development or integration of an operating business. In the interim,
we hope to secure  additional  financing from various  shareholders to assist us
with our cash flow requirements, however there is no assurance that we will be

                                       F-7
<PAGE>

successful  in doing so,  and/or  with our  efforts  to locate and merge with or
develop a suitable business.  These factors, among others,  indicate that we may
be unable to continue as a going  concern for a reasonable  period of time.  Our
financial   statements   do  not  include  any   adjustments   relating  to  the
recoverability  and  classification of recorded asset amounts or the amounts and
classification  of  liabilities  that might be necessary  should we be unable to
continue as a going concern.

NOTE C  - INCOME TAXES

We recognized  losses for both financial and tax reporting  purposes during each
of the periods in the  accompanying  statements of operations.  Accordingly,  no
provision  for income  taxes  and/or  deferred  income  taxes  payable have been
provided for in the accompanying financial statements.

At December 31, 2002, we had net operating loss  carryforwards  of approximately
$551,000 for income tax purposes.  These  carryforwards  expire in various years
through the year ended December 31, 2022. The deferred  income tax asset arising
from these net operating loss carryforwards are not recorded in the accompanying
balance sheet because we established a valuation allowance to fully reserve such
asset as its  realization did not meet the required asset  recognition  standard
established by SFAS 109.

Temporary  differences arise primarily from certain accrued liabilities that are
not deductible for income tax purposes until they are paid.

NOTE D  - NET LOSS PER SHARE

We compute  net loss per share in  accordance  with SFAS No. 128  "Earnings  per
Share"  ("SFAS No.  128") and SEC Staff  Accounting  Bulletin No. 98 ("SAB 98").
Under the  provisions  of SFAS No.  128 and SAB 98,  basic net loss per share is
computed by  dividing  the net loss  available  to common  stockholders  for the
period by the weighted  average number of common shares  outstanding  during the
period.  Diluted net loss per share is computed by dividing the net loss for the
period by the number of common and common equivalent shares  outstanding  during
the period.  There have been no common equivalent shares outstanding at any time
since  our  inception;  accordingly  basic  and  diluted  net loss per share are
identical for each of the periods in the accompanying financial statements.

NOTE E - RELATED PARTY TRANSACTIONS

On May  11,  2001  our  registration  statement  with  Securities  and  Exchange
Commission to allow various  stockholders  to offer to sell 6,565,000  shares of
the common  stock they own in our company was  declared  effective.  We paid all
expenses  associated  with the  registration  of the shares and  printing of the
prospectus.

In December  2001, we borrowed  approximately  $10,000 from a  stockholder.  The
note,  which is unsecured and accrues interest at the rate of 12% annum, was due
along with all accrued  interest on December 8, 2002. The note has not been paid
and is default. Accordingly, and although no such claims have been made to date,
the note holder has the right to claim immediate,  liquidated  damages of $1,000
per month in addition to the  repayment of principal  and  interest.  One of our
directors has personally guaranteed repayment of this obligation.

During the year ended December 31, 2001, we incurred  consulting fees of $27,750
from two of our stockholders (one of whom is one of our officers and directors).
At December 31, 2002 and 2001,  $7,560 of this amount was unpaid and included in
accrued and other liabilities.

                                       F-8
<PAGE>

We lease our office space and secretarial support from an entity owned by one of
our stockholders under a lease agreement,  which required monthly  consideration
of $3,500  through  September  2002.  During the period ended October 1, 2002 to
December 31, 2002, this stockholder  provided similar rent and services to us at
no cost;  no value has been  ascribed to the value of such rent and  services in
the  accompanying  December 31, 2002 statement of  operations.  Total rent under
this  agreement  (which is currently on a month to month basis) during the years
ended  December  31,  2002 and  2001,  and the  period  March 4,  1999  (date of
incorporation)  to  December  31,  2002  was  $31,500,   $42,000  and  $147,000,
respectively. In connection with this arrangement, our landlord accepted 195,455
shares of our common  stock as  consideration  for rent for the period  March 1,
2002 to September 2002.  These shares were issued in May and June 2002. As such,
the  accompanying  December 31, 2002  financial  statements  include  $24,500 of
non-cash rent expense (for the period March 1, 2002 to September 30, 2002).

During the years ended December 31, 2002, 2001 and 2000, we recognized  $55,000,
$35,000 and  $60,000,  respectively  of officer and  director  compensation  (as
consideration for these services, we issued 500,000,  400,000 and 600,000 shares
of our common stock, respectively).  We believe these amounts represent the fair
value of the services provided to us by our officers during these years.

In addition to the rent and secretarial  support, and officer and director stock
based  compensation  discussed  above,  during the period March 4, 1999 (date of
incorporation)  to December 31, 2002, we issued  2,747,545  shares of our common
stock as  consideration  for the  following  services,  which were  provided  by
stockholders  and/or  entities  in which  various  stockholders  have  ownership
interests:
<TABLE>
             Description of Service                Value of Service     Share Price        Shares Issued        Date Issued
             ----------------------                ----------------     -----------        -------------        -----------
<S>                                                <C>                  <C>                <C>                  <C>
Website Design                                         $ 32,000            $0.10              320,000             12/2/99
Equipment Appraisal                                    $ 28,800            $0.10              288,000             12/2/99
Search for Joint Venture Partners                      $ 23,500            $0.10              235,000             12/2/99
Promotion and Capital Raising Services                 $ 40,000            $0.10              400,000             9/26/01
Capital and Joint Venture Assistance                   $ 20,000            $0.10              200,000             9/26/01
Capital and merger partner assistance                  $ 88,500            $0.11              804,545             6/13/02
Capital and merger partner assistance                  $ 55,000            $0.11              500,000             8/26/02
                                                  -------------------                   --------------------

Totals                                                 $287,800                              2,747,545
                                                  ===================                   ====================
</TABLE>
The value of these services,  which was based on the number,  and fair value, of
shares issued (share prices  represent the price at which other shares were sold
at the date the services were rendered),  has been included in various  expenses
in the accompanying statement of operations.

During the period March 4, 1999 (date of incorporation) to December 31, 1999, we
paid  $38,500 for  certain  consulting  services to an entity  owned by a family
member of one of our directors and stockholders.

In  connection  with a  Regulation  S  offering,  we paid fees of  approximately
$36,000 to a company  partially  owned by a spouse of one of our  directors  and
stockholders. Because the costs related to the sale of our stock, they have been
reflected as a reduction of stockholders'  equity in the accompanying  financial
statements.



--------------------------------------------------------------------------------
                                       F-9
<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934, the Registrant caused this  registration  Statement to be signed on
its behalf by the undersigned, thereunto duly authorized.

/s/ Annette Shaw
----------------------
Annette Shaw                 Director, Chairman           Date: March 12, 2003
                             President, Acting CFO

/s/ Victor Sun
----------------------
Victor Sun                   Director                     Date: March 13, 2003


<PAGE>
                                  Exhibit 99.1


CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the filing of AVIC Technologies, Ltd., a Delaware corporation
(the "Company"), on Form 10-KSB for the period ended December 31, 2002, as filed
with the Securities and Exchange  Commission  (the "Report"),  the  undersigned,
Annette Shaw,  President (the Chief  Executive  Officer) of the Company,  hereby
certifies,  pursuant  to  Section  906 of the  Sarbanes-Oxley  Act of  2002  (18
U.S.C.ss.1350), that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) The  information  contained in the Report fairly  presents,  in all material
respects, the financial condition and results of operations of the Company.

Dated: March 12, 2003

/s/ Annette Shaw
----------------------
Annette Shaw, President
(Chief Executive Officer)

<PAGE>
                                  Exhibit 99.2


CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the filing of AVIC Technologies, Ltd., a Delaware corporation
(the "Company"), on Form 10-KSB for the period ended December 31, 2002, as filed
with the Securities and Exchange  Commission  (the "Report"),  the  undersigned,
Annette  Shaw,  the Acting CFO of the  Company,  hereby  certifies,  pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.ss.1350), that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) The  information  contained in the Report fairly  presents,  in all material
respects, the financial condition and results of operations of the Company.

Dated: March 12, 2003

/s/ Annette Shaw
----------------------
Annette Shaw, Acting CFO