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, 2001

                        Commission file number 000-32477

                              AVIC TECHNOLOGIES LTD
        (exact name of small business issuer as specified 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
                         (Registrant's telephone number)

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

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

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,  and (2) has been
subject to such filing requirements for the past 90 days. YES [ ] NO [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K 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-K or any amendment to this
Form 10-K.

The  aggregate  market  value of  voting  stock  held by  non-affiliates  of the
Registrant: $1,066,500.00

As of December 31, 2001,  the  Registrant  had  13,221,000  shares of its Common
Stock outstanding.

<PAGE>

ITEM 1. BUSINESS

(a) Business Development

         Avic   Technologies   Ltd.  (the  "Company"  or  "Avic"),   a  Delaware
corporation,  was  incorporated  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

         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.

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.

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 US  $3,500.00  including  all  utilities,
secretary  services and  applicable  taxes.  We are looking into  reducing  this
monthly cost.

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

<PAGE>

         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.

         Market data as at December 31, 2001.

         Historical        High         $0.35
                           Low          $0.05
                           Close at     $0.15

         (b) Holders

         As of December 31, 2001, the  Registrant  had 13,221,000  shares of its
Common Stock  outstanding,  held by  approximately  sixty five  shareholders  of
record.

         Of the 13,221,000 shares of common stock outstanding of which 6,110,000
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
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,  2001,  the  Company  had no  warrants  issued and
outstanding.

(c) Dividends

         The Company has had  insignificant  earnings 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

<PAGE>

         None

ITEM 6. MANAGEMENT DISCUSSION AND ANALYSIS

Selected Financial Data

         The following  selected financial data for the year ending December 31,
2001 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>
<S>                                         <C>                                        <C>

                                                               From Year Ending
                                            12/31/01                                    12/31/00
                                           ---------                                    --------
Net Revenues                               $ 41,371                                     $ 50,563
Total Expenses                             $206,153                                     $211,674
Income Taxes                                  -0-                                          -0-
Net Loss                                  ($164,782)                                   ($161,111)
Loss Per Share                               ($0.01)                                      ($0.01)

Balance Sheet Data

</TABLE>

                                   December 31,2001

Working Capital Deficit              $  (40,513)
Total Assets                         $   15,170
Total Liabilities                    $   55,683
Stockholders' Equity                 $  (40,513)


         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.

<PAGE>

Revenues and Cash Position

         During the year ended December 31, 2001, we had consulting and interest
income of $41,371  compared to $50,563  and a net loss of $161,111  for the year
ended  December 31, 2000.  All our  consulting  revenues  resulted from services
provided by two of our stockholders on our behalf to one customer in China. This
contract was completed as of December 31, 2001.

         As of December 31,  2001,  our cash  position  was $15,170  compared to
$77,957 as of December 31, 2000.

Operating Expenses and Net Loss

         Our average  monthly  expenses  during the year ended December 31, 2001
approximated  US$17,000,  and  included  rent,  employee  salaries,   management
salaries,  office overhead,  consultant and professional fees, travel,  business
entertainment, equipment, and insurance. However, senior management has waived a
major  portion of their  salary  incurred  to date,  representing  approximately
US$10,000  per month and  intends to do so as long as the Company is not earning
any revenues from its core business.

         Officer and director  compensation  expenses  were $35,000 for the year
ended  December  31, 2001  compared to $90,000 for the year ended  December  31,
2000. The decrease of $55,000 in officer and director  compensation  expenses is
due to the cut back in  management  work for  finding a partner  to go after the
Chinese Joint Venture Project.

         The major part of our expenditures in 2001, representing  approximately
48% of our  total  expenses,  resulted  from the  payment  of  professional  and
consulting fees. Professional and consulting fees were $110,245 for the year end
2001  compared  to  $58,772;  the  change in which was a result of the timing of
services performed.  The balance of our expenses were used primarily to finalize
the listing of our common shares on the NASD OTC Bulletin Board.

         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 US
$3,500 per month. We are looking into reducing this monthly cost.

         During the year ending  December  31,  2001,  the  Company  incurred an
operating loss of US$164,782 and as of such date, we have a deficit  accumulated
during the development stage of US$518,224.

<PAGE>

         Loss per share was $0.01 for the  years  ended  December  31,  2001 and
2000.

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

<PAGE>

                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Name                           Age                 Position

Annette Shaw                    48                 President and Director

Victor Sun                      59                 Vice President and Director

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.

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.

<PAGE>

         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

         Directors are each to receive,  each, a sum of US$1,000  honorarium for
each  attendance  at a Board of  Directors  meeting,  plus an annual  stipend of
$2,000 to cover expenses.  As at December 31, 2001, none of the above honorarium
been issued.

ITEM 10. EXECUTIVE COMPENSATION OF EXECUTIVE OFFICERS

<TABLE>
<S>                        <C>             <C>         <C>          <C>                <C>

                           SUMMARY COMPENSATION TABLE

Name and                                                               Other              Long-term
Principal Position         Year(1)         Salary       Bonus       Compensation    Compensation:Options
------------------         ------          ------       -----       ------------     --------------------

Annette Shaw                                none        none            none                 none
(President)

</TABLE>

(1) Covers the period  from  January 1, 2001 to the fiscal  year end on December
31, 2001.

(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.

<PAGE>

(f) Compensation of Directors

         Directors are to receive,  each, a sum of US$1,000  honorarium for each
attendance at a Board of Directors meeting,  plus an annual stipend of $2,000 to
cover expenses.  As at December 31, 2001, none of the above  honorarium has been
paid.

(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, 2001,  all the directors
and officers filed the requisite Forms 3 and Forms 4.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table sets forth  information  as of December  31, 2001
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.

                                Number of
Name                            shares owned
                                beneficially        % of total
                                -------------       -------------------

Annette Shaw                    4,700,000                35.5

Victor Sun                      1,020,000                 7.7

All Directors and Officers      5,620,000                43.2
(two persons)

<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Refer to Pages  F-8 and 9,  Note E of our  audited  financial  statements  for a
listing of related party transactions

                                     PART IV

ITEM 13. EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K

(a)

1.  Financial Statements
         The financial statements are listed in the Index to Financial
         Statements on page F-1 and are filed as part of this annual report.
2.  Not Applicable.

(b) Reports on Form 8-K         None.

<PAGE>


                             AVIC TECHNOLOGIES LTD.
                        (A Development Stage Enterprise)

                       Financial Statements as of and for
                              various periods ended
                           December 31, 2001 and 2000,
                                       and
                          Independent Auditors' Report


<PAGE>

                             AVIC TECHNOLOGIES LTD.
                        (A Development Stage Enterprise)

                                TABLE OF CONTENTS

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

<TABLE>
<S>                                                                                                      <C>

                                                                                                         Pages

Independent Auditors' Reports                                                                             F-2

Financial Statements:

     Balance Sheet as of December 31, 2001                                                                F-3

     Statements of Operations for the years ended December 31, 2001 and 2000,
     and for the period March 4, 1999 (date of incorporation) to December 31, 2001                        F-4

     Statements of Stockholders' Equity (Deficit) for the years ended December
     2001 and 2000, and for the period March 4, 1999 (date of incorporation) to
     December 31, 1999                                                                                    F-5

     Statements of Cash Flows for the years ended December 31, 2001 and 2000,
      and for the period March 4, 1999 (date of incorporation) to December 31,
      2001                                                                                                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, 2001, and the
related statements of operations,  stockholders' equity (deficit) and cash flows
for the years ended December 31, 2001 and 2000, and for the period March 4, 1999
(date of incorporation) to December 31, 2001. 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 the disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as the  overall  financial
statement presentation. We believe 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,
2001,  and the results of its  operations and its cash flows for the years ended
December  31,  2001  and  2000,  and for the  period  March  4,  1999  (date  of
incorporation)  to December 31, 2001, 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 and has suffered
recurring net losses. In addition, the Company will require a significant amount
of capital to commence  its planned  principal  operations  and proceed with its
business  plan.  As of the  date  of  these  financial  statements  there  is no
assurance  that the  Company  will be  successful  in its  efforts  to raise the
necessary capital to commence its planned principal  operations and/or implement
its business  plan.  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.

March 2, 2002
Tampa, FL

                                       F-2

<PAGE>

<TABLE>
<S>                                                                                                                   <C>


                             AVIC TECHNOLOGIES LTD.
                        (A Development Stage Enterprise)

                      BALANCE SHEET AS OF DECEMBER 31, 2001
------------------------------------------------------------------------------------------------------------------------------------

ASSETS

    Cash and cash equivalents                                                                                              $ 15,170
                                                                                                                      --------------

TOTAL                                                                                                                      $ 15,170
                                                                                                                      ==============

LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES:
    Accrued and other liabilities                                                                                          $ 43,183
    Note payable to stockholder                                                                                              10,000
    Advance from stockholder                                                                                                  2,500
                                                                                                                      --------------
         Total liabilities                                                                                                   55,683
                                                                                                                      --------------

STOCKHOLDERS' DEFICIT:
    Common stock - $.0001 par value: 50,000,000 shares authorized;
         13,221,000 shares issued and outstanding                                                                             1,322
    Additional paid-in capital                                                                                              476,389
    Deficit accumulated during the development stage                                                                      (518,224)
                                                                                                                      --------------

       Total stockholders' deficit
                                                                                                                           (40,513)
                                                                                                                      --------------

TOTAL                                                                                                                      $ 15,170
                                                                                                                      ==============
------------------------------------------------------------------------------------------------------------------------------------

See notes to financial statements.

</TABLE>

                                       F-3

<PAGE>

                             AVIC TECHNOLOGIES LTD.
                        (A Development Stage Enterprise)

                            STATEMENTS OF OPERATIONS

<TABLE>
<S>                                                           <C>                       <C>                       <C>
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                                    For the period
                                                                                                                    March 4, 1999
                                                              For the year ended        For the year ended             (date of
                                                                 December 31,              December 31,           incorporation) to
                                                                     2001                      2000                   December 31,
                                                                                                                          2001
                                                             --------------------     ----------------------    --------------------

REVENUES:
   Consulting                                                   $   38,850                 $   47,694                $    86,544
   Interest                                                          2,521                      2,869                      5,390
                                                             --------------------     ----------------------    --------------------
         Total revenues                                             41,371                     50,563                     91,934
                                                             --------------------     ----------------------    --------------------
EXPENSES (substantially all related party):
   Officer and director compensation                                35,000                     90,000                    125,000
   Professional and consulting fees                                110,245                     58,772                    281,069
   Website design                                                        -                          -                     32,000
   Rent                                                             42,000                     42,000                    115,500
   Other                                                            18,908                     20,902                     56,589
                                                             --------------------     ----------------------    --------------------
         Total expenses                                            206,153                    211,674                    610,158
                                                             --------------------     ----------------------    --------------------
NET LOSS                                                       $  (164,782)               $  (161,111)              $   (518,224)
                                                             ====================     ======================    ====================
NET LOSS PER SHARE - Basic and diluted                         $      (.01)               $      (.01)              $       (.04)
                                                             ====================     ======================    ====================
Weighted average number of shares outstanding                   12,549,200                 11,973,500                 11,586,000
                                                             ====================     ======================    ====================
------------------------------------------------------------------------------------------------------------------------------------
See notes to financial statements.

</TABLE>

                                       F-4

<PAGE>

                             AVIC TECHNOLOGIES LTD.
                        (A Development Stage Enterprise)

                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<S>                                           <C>             <C>            <C>              <C>


                                                   Common Stock               Additional
                                               -----------------------         Paid-in        Subscription
                                              Shares          Par Value        Capital         Receivable
                                           -------------     ------------    ------------     --------------
Balances, March 4, 1999 (date of
  incorporation)                              $    -            $    -         $   -            $    -
Proceeds from the issuance of common stock:
     At $0.0001 per share                     8,000,000             800
     At $0.10                                 2,778,000             278         277,522           (2,980)

Stock issuance costs                                                            (45,189)

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

Net loss for the period March 4, 1999
  (date of incorporation) to December
  31, 1999
                                            -------------     ------------    ------------     --------------
Balances, December 31, 1999                  11,621,000           1,162         316,549           (2,980)

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

Collection of subscription receivable                                                              2,980

Net loss for the year ended
  December 31, 2000
                                            -------------     ------------    ------------     --------------
Balances, December 31, 2000                  12,221,000           1,222         376,489               -

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

Net loss for the year ended
  December 31, 2001
                                            -------------     ------------    ------------     --------------
Balances, December 31, 2001                  13,221,000         $ 1,322        $476,389           $    -
                                            =============     ============    ============     ==============

</TABLE>

See notes to financial statements.

                                       F-5

<PAGE>


                             AVIC TECHNOLOGIES LTD.
                        (A Development Stage Enterprise)

                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) CONT.

                                                Deficit
                                              Accumulated
                                               During the
                                               Development
                                                  Stage             Total
                                               -------------     -----------

Balances, March 4, 1999 (date of
Incorporation)                                   $      -         $     -

Proceeds from the issuance of
  common stock:
     At $0.0001 per share                                              800
     At $0.10                                                      274,820

Stock issuance costs                                               (45,189)

Issuance of common stock in
  exchange for services rendered                                    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                       (192,331)        122,400

Issuance of common stock in
 exchange for servcies rendered                                     60,000

Collection of subscription receivable                                2,980

Net loss for the year ended
 December 31, 2000                                (161,111)       (161,111)
                                               --------------    ------------
Balances, December 31, 2000                       (353,442)         24,269

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

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

Balances, December 31, 2001                       $(518,224)     $ (40,513)
                                              ================   ============
<PAGE>

                             AVIC TECHNOLOGIES LTD.
                        (A Development Stage Enterprise)

                            STATEMENTS OF CASH FLOWS

<TABLE>
<S>                                                                     <C>                    <C>               <C>

                                                                                                                 For the period
                                                                                                                 March 4, 1999
                                                                        For the                  For the         (date of
                                                                      year ended                year ended        incorporation) to
                                                                      December 31,              December 31,         December 31,
                                                                         2001                     2000                  2001
                                                                 ---------------------    --------------------    ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
        Net loss                                                      $ (164,782)             $  (161,111)            $  (518,224)
        Adjustments reconcile net loss to net cash used
           in operating activities:
        Stock based compensation and consulting                          100,000                   60,000                 244,300
        Decrease (increase) in accounts receivable                         7,392                   (7,392)                      -
       (Decrease) increase in accrued and other liabilities              (15,397)                  58,580                  43,183
                                                                 ---------------------    --------------------    ------------------
NET CASH USED IN OPERATING ACTIVITIES                                    (72,787)                 (49,923)               (230,741)
                                                                 ---------------------    --------------------    ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
        Loan made                                                              -                        -                 (25,000)
        Repayment of loan                                                      -                   15,000                  25,000
                                                                 ---------------------    --------------------    ------------------
NET CASH PROVIDED BY INVESTING ACTIVITIES                                      -                   15,000                       -
                                                                 ---------------------    --------------------    ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
        Loans from stockholders                                           10,000                   20,146                  30,146
        Advance from stockholder                                               -                        -                   2,500
        Repayments of loans from stockholders                                  -                  (20,146)                (20,146)
        Cash paid for stock issuance costs                                     -                        -                 (45,189)
        Proceeds from the issuance of common stock                             -                    2,980                 278,600
                                                                 ---------------------    --------------------    ------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                 10,000                    2,980                 245,911
                                                                 ---------------------    --------------------    ------------------
NET INCREASE (DECREASE) IN CASH AND CASH
   EQUIVALENTS                                                           (62,787)                 (31,943)                 15,170

CASH AND CASH EQUIVALENTS, BEGINNING OF
   PERIOD                                                                 77,957                  109,900                       -
                                                                 ---------------------    --------------------    ------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                               $  15,170              $    77,957              $   15,170
                                                                 =====================    ====================    ==================
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 intend to participate in the building  industry in China and
other  parts of Asia by offering  consulting  services  to  contractors,  and by
establishing  joint  ventures for the  production  and  marketing of  fiberglass
window  frames.  Our  planned  principal  operations  have  not  yet  commenced;
therefore  most of our  accounting  policies  and  procedures  have not yet been
established.

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.

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  $518,000 for the period March 4, 1999 (date of  incorporation) to
December 31, 2001, and will require a significant  amount of capital to commence
our  planned   principal   operations   and  proceed  with  our  business  plan.
Accordingly,  our ability to continue as a going  concern is dependent  upon our
ability to secure an  adequate  amount of capital to proceed  with our  business
plan and finance our operations.  We hope to secure additional financing,  which
may include borrowings from current stockholders,  however there is no assurance
that we will be  successful  in these  efforts.  In the  event we are  unable to
secure additional  financing,  we may seek alternative funding sources,  and may
have  to  defer  and/or  adjust  our  focus,  and  the  expenditures   currently
anticipated  in our business plan.  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.

                                       F-7

<PAGE>

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, 2001, we had net operating loss  carryforwards  of approximately
$393,000 for income tax purposes.  These  carryforwards  expire in various years
through the year ended December 31, 2021. 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 which 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.

NOTE E - RELATED PARTY TRANSACTIONS

On May 11,  2001  our  registrations  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, is due
along with all accrued  interest on December 8, 2002.  One of our  directors has
guaranteed  repayment of this  obligation.  In  addition,  during the year ended
December 31, 2000 we borrowed and repaid loans totaling  $20,000 from two of our
stockholders.

During the years ended December 31, 2001 and 2000, we incurred  consulting  fees
of $27,750 and $24,960 respectively from two of our shareholders (one of whom is
one of our officers and directors).  At December 31, 2001, $7,560 of this amount
was unpaid and included in accrued and other liabilities.

We lease our office space and secretarial support from an entity owned by one of
our  stockholders  under a lease  agreement,  which requires monthly payments of
$3,500.  Total rent paid under this agreement  (which is currently on a month to
month basis) during each of the periods included in the accompanying  statements
of operations was $42,000, $42,000 and $115,500, respectively.

                                       F-8

<PAGE>

During the years ended  December 31, 2001 and 2000,  we  recognized  $35,000 and
$90,000,  respectively  of officer and director  compensation.  We believe these
amounts  represent the fair value of the services provided to us by our officers
during these years. We satisfied $100,000 of the related accrued compensation by
issuing  400,000 and 600,000  shares of our common stock  during the  respective
years ended  December 31, 2001 and 2000 (the fair market value of $.010 assigned
to these shares was based on the latest  sales price of our stock.).  No amounts
were ascribed to services provided by these individuals prior to January 1, 2000
as,  during this  period,  we engaged and  directed  consultants  to perform the
majority of the services we required;  accordingly we believe the value of their
services  was  not  significant  during  the  period  March  4,  1999  (date  of
incorporation) to December 31, 1999.

The advance  from  stockholder  included in the  accompanying  balance  sheet is
unsecured, non-interest bearing and due on demand.

In addition to the officer and  director  stock based  compensation,  during the
period March 4, 1999 (date of  incorporation)  to December  31, 2001,  we issued
1,443,000  shares  of our  common  stock  as  consideration  for  the  following
services,  which were  provided by entities in which various  stockholders  have
ownership interests:

<TABLE>
<S>                                    <C>                  <C>            <C>                <C>

                                                                                               Date
Description of Service                 Value of Service     Share Price    Shares Issued      Issued

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           $.010           200,000        9/26/01
                                           ------------      -----------     -----------    ----------
Totals                                      $144,300                         1,443,000
                                           ============      ===========     ===========    ==========
</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 25, 2002
                                President


/s/Victor Sun
Victor Sun                      Director                   Date: March 25, 2002