<PAGE>


                       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, 2003

                        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, 447 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:

         Common Stock, $.0001 par value

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 [ X ] 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: $1,674,000.00

                                       1
<PAGE>

As of December 31, 2003, the Registrant had 15,221,000 shares of its Common
Stock outstanding.

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.

         This joint venture was never realized, and in 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") of Montreal,
Quebec. Ecolo-Mondo is a Canadian company engaged in the field of waste
recycling. 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.

         On September 25, 2003, we entered into an agreement to acquire Rowalit
Textile Group (Holding) LTD of Hong Kong, China. Rowalit is a Chinese textile
manufacturer specializing in men and women suits and uniforms. The sale was
scheduled to close by December 31, 2003, but can be extended if required. As at
December 31, 2003, no closing action has taken place yet. Subsequent to our
year-end, due to the failure of Rowalit to satisfy several terms of the
acquisition, on January 31, 2004, we informed Rowalit, that we will not proceed
with the transaction.

                                       2
<PAGE>

         On February 4, 2004, we signed a share Exchange (and Purchase)
Agreement to acquire all the common and voting shares of East Delta Resources
Corp. (EDR), a Delaware corporation. EDR through its wholly-owned Canadian
subsidiary, Amingo Resources Inc., is in the business of exploration and mining
of gold and other precious metals, with a geographic focus in Southeast Asia,
and other developing countries of the former Soviet Union. The Agreement is
subject to shareholder and regulatory approvals and at this time we cannot offer
any assurances that this transaction will be closed.

Employees

         We currently have one full time employee, who is also a member of
senior management. None of our employees are represented by a labor union. We
believe that relations with our employee is good.

ITEM 2. PROPERTIES

         The Company maintains its corporate offices at Suite 600, 447
St-Francis-Xavier St., Montreal, Quebec, Canada where we have approximately 500
square feet of space rented on a month to month basis from one of our
stockholders. Through September 30, 2002, we were obligated under a lease
agreement that required monthly consideration of $3,500 (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). During
the period ended October 1, 2002 to December 31, 2002, this stockholder provided
similar rent and services to us at no cost.

During the year ended December 31, 2003, we agreed to pay $42,000 to this
stockholder as consideration for rent and office services for 2003. The amount
has not yet been paid. Accordingly, such amount is included in accrued and other
liabilities in the accompanying 2003 financial statements. We expect to
negotiate a settlement with the landlord through the issuance of shares of AVIC
common stock.

ITEM 3. LEGAL PROCEEDINGS

         The Company is currently not 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

                                       3
<PAGE>

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

         Market data as at December 31, 2003

         Historical Stock Prices


Quarter ended                          Hi               Low
-------------                          --               ---

December 31, 2003                     0.16$            $ 0.14
September 30, 2003                    0.20$            $ 0.07
June 30, 2003                         0.15$            $ 0.07
March 31, 2003                        0.11$            $ 0.07

December 31, 2002                     0.25$            $ 0.11
September 30, 2002                    0.52$            $ 0.10
June 30, 2002                         0.22$            $ 0.11
March 31, 2002                        0.20$            $ 0.15


         (b) Holders

         As of December 31, 2003, 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
shares 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.

         In February 15, 2003, AVIC issued 1,500,000 shares of Common Stock to
an outside consultant; 2,500,000 shares of Common Stock of the Company to Mr.


                                       4
<PAGE>

Victor I. H. Sun of Quebec, Canada and 500,000 shares of Common Stock of the
Company to Mr. Louis H. Ladouceur of Montreal, Quebec, Canada, in connection
with a potential merger.

         However, the merger was not successfully completed and on October 18,
2003, the aforementioned 4,500,000 were returned to the Company and subsequently
cancelled.

         As at December 31, 2003, 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

               None

ITEM 6. MANAGEMENT DISCUSSION AND ANALYSIS

Selected Financial Data

         The following selected financial data for the year ending December 31,
2003 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
                               12/31/03    12/31/02     12/31/01      12/31/00
                              ----------   ---------    --------      --------
<S>                           <C>          <C>          <C>          <C>
Net Revenues                  $  10,000    $  10,000    $  41,371    $  50,563
Total Expenses                $ 114,382    $ 242,016    $ 206,153    $ 211,674
Income Taxes                        -0-          -0-          -0-          -0-
Net Loss                      ($104,382)   ($232,016)   ($164,782)   ($161,111)
Loss Per Share                ($   0.01)   ($   0.02)   ($   0.01)   ($   0.01)
</TABLE>



                                       5
<PAGE>

Balance Sheet Data

                                  December 31,2003

Working Capital Deficit             $(153,911)
Total Assets                        $   5,498
Total Liabilities                   $ 159,409
Stockholders' Deficit               $(153,911)


         The following discussion should be read in conjunction with the
financial statements and related notes that 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, 2003 we recognized income of $10,000 as a
result of a failed merger for which we had received a down payment. In 2002, we
generated consulting revenue of $10,000. Our net losses for 2003 and 2002 were
$104,382 and $232,016, respectively.

         As of December 31, 2003, our cash position was $5,498 compared to
$4,730 as of December 31, 2002. Our present cash position is inadequate to
support our activities for the upcoming fiscal year, and no assurances can be
given that funds will be raised to pay our expenses.

Operating Expenses and Net Loss

         Our average monthly expenses during the year ended December 31, 2003
approximated US$10,000, and included rent, employee salaries, management
salaries, office overhead, consultant and professional fees, travel, business
entertainment, equipment, and insurance.

         Officer and director compensation expenses were $58,381 for the year
ended December 31, 2003 compared to $55,000 for the year ended December 31,
2002. There is a small increase of $3,381 in officer and director compensation
expenses.

         Occupancy expenses represented approximately 37% of our total expenses
in 2003. Professional and consulting fees were $6,906 for the year end 2003
compared to $150,690 in 2002. The decline in such account occurred primarily
because 2002 included $150,690 of expenses related to our search for a merger
partner.

                                       6
<PAGE>

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

         During the year ending December 31, 2003, the Company incurred an
operating loss of US$104,382 and as of such date, we have a deficit accumulated
during the development stage of US$854,622.

         Loss per share was $0.01 for the years ended December 31, 2003 as
compared to $0.02 for the years ended December 31, 2002.

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.


Item 8A. Controls and Procedures

         The Registrant's President (who is also the Principal Accounting
Officer) has evaluated the Company's disclosure controls and procedures within
90 days of the filing date of this annual report. Based upon this evaluation, he
has concluded that the Company's disclosure controls and procedures are
effective in ensuring that material information required to be disclosed is
included in the reports that it files with the Securities and Exchange
Commission.


                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Name                   Age           Position

Victor Sun             61            President and Director


Officers and directors

During the year of 2003, Ms. Annette Shaw, Director, President and Chief
Executive Officer resigned on August 18, 2003.

                                       7
<PAGE>

Victor I. H. Sun, Director, will be acting as President and Chief Executive
Officer until a permanent replacement can be found.

Mr. Victor Sun,  President and Director

         Mr. Sun is a Professional Engineer with over 30 years of engineering
and management experience. Mr. Sun was with Lafarge Cement for 15 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 the development with Chinese partners
of cement and concrete projects in China. (The name was changed to IVG
Corporation in 2002 & the new symbol is IVE.V). His experience in developing
business with China's cement industry dates back 24 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 that may cover claims for which the Company could not
indemnify such persons.



                                       8
<PAGE>

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, 2003, none of the above honorarium
has been paid.

ITEM 10. EXECUTIVE COMPENSATION OF EXECUTIVE OFFICERS


<TABLE>

                           SUMMARY COMPENSATION TABLE
<CAPTION>

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

<S>                                  <C>              <C>          <C>           <C>
Annette Shaw                           none            none         none         none
(President until August 18, 2003)

Victor I. H. Sun                       none            none         none         none
(Acting President & Director)
</TABLE>

(1) Covers the period from January 1, 2001 to the fiscal year end on December
31, 2003.

(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

         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, 2003, none of the above honorarium has been
paid.

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

         None.

                                       9
<PAGE>

(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, 2003
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              31

Victor Sun                             1,020,000              7

All Directors and Officers             1,020,000              7


Item 12. Certain Relationships and Related Transactions

         Refer to Note E of our audited financial statements included in this
document.



                                       10
<PAGE>



Item 13. Exhibits and Reports on Form 8-K

(a) The following exhibits are filed herewith:

         Exhibit 31        Rule 13a-14(a)/15d-14(a) Certification
         Exhibit 32        Section 1350 Certification.

(b) During the fiscal year ended December 31, 2003, the Company did not file any
reports on Form 8-K.

Item 14.  Principal Accountant Fees and Services

Summarized below is the aggregate amount of various professional fees billed by
our principal accountants with respect to our last two fiscal years:


                                                 2003        2002
                                              ---------    ---------
Audit fees                                    $   4,719    $   4,885
Audit-related fees                            $      --    $      --
Tax fees                                      $      --    $      --
All other fees, including tax consultation    $      --    $      --
and preparation


All audit fees are approved by our board of directors. Kingery, Crouse & Hohl,
P.A. does not provide any non-audit services to the Company.




                                       11
<PAGE>



                                   SIGNATURES

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


AVIC TECHNOLOGIES LTD.



------------------------------------
Victor Sun, Sole Director and Officer
(acts as chief executive officer and principal accounting officer)

Dated: March 19, 2004











                                       12
<PAGE>






   INDEX TO EXHIBITS


   Exhibit 31 -     Certification required by Rule 13a-14(a) or Rule 15d-14(a)

   Exhibit 32 -     Certification Required by Rule 13a-14(b) or Rule 15d-14(b)
                    and section 906 of the Sarbanes-Oxley Act of 2002,
                    18 U.S.C. Section 1350






















                                       13

<PAGE>
















                             AVIC TECHNOLOGIES LTD.
                        (A Development Stage Enterprise)

                       Financial Statements as of and for
                              various periods ended
                           December 31, 2003 and 2002,
                                       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, 2003                                                       F-3

     Statements of Operations for the years ended December 31, 2003 and 2002,                    F-4
      and for the period March 4, 1999 (date of incorporation) to December 31, 2003

     Statements of Stockholders' Equity (Deficit) for the years ended December                   F-5
      2003 and 2002, and for the period March 4, 1999 (date of incorporation) to
      December 31, 2003

     Statements of Cash Flows for the years ended December 31, 2003 and 2002,                    F-6
      and for the period March 4, 1999 (date of incorporation) to December 31,
      2003

     Notes to Financial Statements                                                               F-7


</TABLE>







                                      F-1
<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, 2003, and the
related statements of operations, stockholders' (deficit) and cash flows for the
years ended December 31, 2003 and 2002, and for the period March 4, 1999 (date
of incorporation) to December 31, 2003. 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,
2003, and the results of its operations and its cash flows for the years ended
December 31, 2003 and 2002, and for the period March 4, 1999 (date of
incorporation) to December 31, 2003, 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, 2003.
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.


Kingery, Crouse, & Hohl, P.A.

March 8, 2004
Tampa, FL





                                      F-2
<PAGE>








                             AVIC TECHNOLOGIES LTD.
                             ----------------------
                        (A Development Stage Enterprise)

                      BALANCE SHEET AS OF DECEMBER 31, 2003
                      -------------------------------------

<TABLE>
<CAPTION>
<S>                                                                                      <C>
ASSETS
------

    Cash
                                                                                          $   5,498
                                                                                          ---------
TOTAL
                                                                                          $   5,498
                                                                                          =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------

LIABILITIES:
    Accrued and other liabilities                                                         $ 154,409
    Note payable to stockholder                                                               5,000
                                                                                          ---------
         Total liabilities                                                                  159,409
                                                                                          ---------

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                                       (854,622)
                                                                                          ---------
       Total stockholders' deficit                                                         (153,911)
                                                                                          ---------

TOTAL                                                                                     $   5,498
                                                                                          =========

</TABLE>

See notes to financial statements.





                                      F-3
<PAGE>


                             AVIC TECHNOLOGIES LTD.
                             ----------------------
                        (A Development Stage Enterprise)

                            STATEMENTS OF OPERATIONS
                            ------------------------

<TABLE>
<CAPTION>
                                                                                                 For the period
                                                                                                  March 4, 1999
                                                           For the year         For the year        (date of
                                                              ended                ended         incorporation) to
                                                          December 31,         December 31,        December 31,
                                                               2003                2002                2003
                                                          ------------         ------------         --------------
<S>                                                       <C>                  <C>                  <C>
     REVENUES:
        Consulting                                        $       --           $       --           $     86,544
         Interest                                                 --                   --                  5,390
         Other                                                  10,000               10,000               20,000
                                                          ------------         ------------         ------------
              Total revenues                                    10,000               10,000              111,934
                                                          ------------         ------------         ------------

     EXPENSES (substantially all related party):
        Officer and director compensation                       58,381               55,000              238,381
        Professional and consulting fees                         6,906              150,690              438,665
        Website design                                            --                                      32,000
        Occupancy                                               42,000               31,500              189,000
        Interest                                                 1,050                1,200                2,250
        Other                                                    6,045                3,626               66,260
                                                          ------------         ------------         ------------
              Total expenses                                   114,382              242,016              966,556
                                                          ------------         ------------         ------------
     NET LOSS                                             $   (104,382)        $   (232,016)        $   (854,622)
                                                          ============         ============         ============
     NET LOSS PER SHARE - Basic and diluted               $       (.01)        $       (.02)
                                                          ============         ============

     Weighted average number of shares outstanding          18,019,630           14,135,000
                                                          ============         ============
</TABLE>

See notes to financial statements.

                                                                F-4

<PAGE>


                             AVIC TECHNOLOGIES LTD.
                             ----------------------
                        (A Development Stage Enterprise)

                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                  --------------------------------------------


<TABLE>
<CAPTION>



                                                                                                            Deficit
                                                                                                          Accumulated
                                                    Common Stock             Additional                   During the
                                                ---------------------         Paid-in    Subscription    Development
                                               Shares        Par Value        Capital     Receivable        Stage           Total
                                            ------------    -----------     -----------  ------------    --------------    ---------
<S>                                           <C>                 <C>          <C>             <C>          <C>             <C>
Balances, March 4, 1999 (date of
  incorporation)                                    --      $      --      $      --      $      --      $      --      $      --

Proceeds from issuance of stock:
     At $0.0001 per share                      8,000,000            800           --             --             --              800
     At $0.10 (net of stock issuance           2,778,000            278        277,522         (2,980)          --          274,820
     costs)

Issuance of common stock for services            843,000             84         84,216           --             --           84,300

Net loss for 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 for services            600,000             60         59,940           --             --             --
                                                                                                                             60,000
Collection of subscription receivable                                                           2,980                         2,980

Net loss for 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 for services          1,000,000            100         99,900           --             --          100,000

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

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

Issuance of common stock for services
   and rent                                    4,500,000            450        202,386           --             --          202,836

Cancellation of shares                        (4,500,000)          (450)      (202,386)          --             --         (202,836)

Net loss for December 31, 2003                      --             --             --             --         (104,382)      (104,382)
                                             -----------    -----------    -----------    -----------    -----------    -----------

Balances, December 31, 2003                   15,221,000    $     1,522    $   699,189    $      --      $  (854,622)   $  (153,911)
                                             ===========    ===========    ===========    ===========    ===========    ===========
</TABLE>

See notes to financial statements.

                                                                F-5


<PAGE>


                             AVIC TECHNOLOGIES LTD.
                             ----------------------
                        (A Development Stage Enterprise)

                            STATEMENTS OF CASH FLOWS
                            ------------------------

<TABLE>
<CAPTION>
                                                                                                                    For the period
                                                                                                                    March 4, 1999
                                                                                 For the             For the          (date of
                                                                                year ended         year ended      incorporation) to
                                                                               December 31,       December 31,       December 31,
                                                                                   2003               2002              2003
                                                                              ----------------   ---------------    ----------------
<S>                                                                                <C>                <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
        Net loss                                                                   $(104,382)         $(232,016)      $(854,622)
        Adjustments to reconcile net loss to net cash provided by
        (used in) operating activities:
        Stock based compensation and consulting                                         --              223,000         467,300
        (Decrease) increase in accrued and other liabilities                         110,150              1,076         154,409
                                                                                   ---------          ---------       ---------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                                    5,768             (7,940)       (232,913)
                                                                                   ---------          ---------       ---------
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                                                         --                 --            30,146
        Advance from stockholder                                                        --                 --             2,500
        Repayments of loans and advances from stockholders                            (5,000)            (2,500)        (27,646)
        Cash paid for stock issuance costs                                              --                 --           (45,189)
        Proceeds from the issuance of common stock                                      --                 --           278,600
                                                                                   ---------          ---------       ---------
NET CASH PROVIDED BY (USED IN ) FINANCING ACTIVITIES
                                                                                      (5,000)            (2,500)        238,411
                                                                                   ---------          ---------       ---------

NET INCREASE (DECREASE) IN CASH                                                          768            (10,440)          5,498

CASH AT BEGINNING OF PERIOD                                                            4,730             15,170            --
                                                                                   ---------          ---------       ---------

CASH AT END OF PERIOD                                                              $   5,498          $   4,730       $   5,498
                                                                                   =========          =========       =========

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. ("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. Towards this goal, on September 15, 2003, we
entered into a "Memorandum of Understanding" to acquire Rowalit Textile Group
(Holding) Ltd. ("Rowalit"), however the transaction was subsequently terminated.

Subsequent to December 31, 2003, we acquired, subject to shareholder and
regulatory approval, all of the shares of East Delta Resources Corp, a related
entity by virtue of our CEO's 25% ownership and control.

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.

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.





                                      F-7
<PAGE>

Stock - Based Compensation
--------------------------

We have adopted Statement of Financial Accounting Standards No. 148 "Accounting
for Stock-Based Compensation - Transition and Disclosure" (SFAS No. 148). This
statement amends FASB statement No. 123, "Accounting for Stock Based
Compensation". It provides alternative methods of transition for an entity that
voluntarily changes to the fair value based method of accounting for employee
stock based compensation. It also amends the disclosure provision of FASB
statement No. 123 to require prominent disclosure about the effects on reported
net income of an entity's accounting policy decisions with respect to
stock-based employee compensation. As permitted by SFAS No. 123 and amended by
SFAS No. 148, we continue to apply the intrinsic value method under Accounting
Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to
Employees," to account for our stock-based employee compensation arrangements.

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 $854,600 for the period March 4, 1999 (date of incorporation) to
December 31, 2003, and at December 31, 2003, we have a stockholders' deficit of
approximately $153,900. 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
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.

Assuming our net operating loss carryforwards are not disallowed by taxing
authorities because of certain "change in control" provisions of the Internal
Revenue Code, and/or our failure to file timely tax income tax returns, at
December 31, 2003 we have net operating loss carryforwards of approximately
$545,200 for income tax purposes. These carryforwards expire in various years
through the year ended December 31, 2023. The deferred income tax asset arising
from these net operating loss carryforwards is 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.


                                      F-8
<PAGE>



Temporary differences arise primarily from certain accrued liabilities that are
not deductible for income tax purposes until they are paid. In addition, certain
stock based expenses of approximately $155,000 are considered to be a permanent
difference between book and tax reporting.

NOTE D - ISSUANCE AND CANCELLATION OF COMMON SHARES

During the three months ended March 31, 2003, we issued a total of 3,000,000
shares to two related individuals (one of whom is currently our President and
Director) and 1,500,000 shares to a non-related entity for various services and
rent to be performed and/or provided in 2003. Pursuant to the agreement between
the parties, the shares were canceled in October 2003 because we failed to
consummate a merger transaction by September 30, 2003. As a result, during the
year ended December 31, 2003, no expense resulted from these share issuances.

NOTE E - OTHER RELATED PARTY TRANSACTIONS

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.

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. We paid $5,000 on the note
in 2003, however the remaining amount remains in 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. Our director 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 currently our President and
Director). At December 31, 2002 and 2001, $7,560 of this amount was unpaid and
included in accrued and other liabilities.

We lease our office space from an entity owned by one of our stockholders under
a lease agreement that required monthly consideration of $3,500 through
September 30, 2002 (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). During the period ended October 1, 2002 to
December 31, 2002, this stockholder provided similar rent and services to us at
no cost and no value was ascribed to the value of such free rent and services in
the accompanying December 31, 2002 statement of operations.

In 2003 we rented this space under a month to month lease arrangement that
required monthly consideration of $3,500 (or $42,000 for the year). Since, the
$42,000 has not yet been paid, the amount has been included in accrued and other
liabilities in the accompanying 2003 financial statements.


                                      F-9
<PAGE>


Total rent expense during the years ended December 31, 2003 and 2002, and the
period March 4, 1999 (date of incorporation) to December 31, 2003 was $42,000,
$31,500 and $205,381, respectively.

During the years ended December 31, 2003 and 2002 and for the period March 4,
1999 (date of incorporation) to December 31, 2003, we recognized $58,380,
$55,000 and $238,381, respectively of officer and director compensation. As
consideration for services in 2002, we issued 500,000 shares of our common
stock. The 2003 compensation has not yet been paid; accordingly it is included
in accrued and other liabilities in the accompanying balance sheet. We believe
these amounts represent the fair value of the services provided to us by our
officers during these periods.

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, 2003, 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>
<CAPTION>

             Description of Service                Value of Service     Share Price        Shares Issued        Date Issued
             ----------------------                ----------------     -----------        -------------    -----------
<S>                                                    <C>                 <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.






                                      F-10