U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                                  FORM 10-QSB
                                 ------------
(Mark One)
[x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the period ended June 30, 1999.
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
Act of 1934 for the transition period from ___ to ____.

Commission file number: 000-23319

                              AVANI INTERNATIONAL GROUP INC.
                            --------------------------------
                   (Name of Small Business Issuer in its charter)

 Nevada                                       88-0367866
-----------                                  ------------
(State of                                  (I.R.S. Employer
Incorporation)                                I.D. Number)

#328-17 Fawcett Road, Coquitlam, B.C. (Canada)         V3K6V2
 ----------------------------------------------       ---------
(Address of principal executive offices)              (Zip Code)

Issuer's telephone number 604-525-2386.
                          -------------
Securities registered under Section 12 (b) of the Act:

        Title of each class        Name of exchange on which
        to be registered           each class is to be registered

                    None                     None

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


                                 Common Stock
                                --------------
                               (Title of Class)

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

The  number of shares issued and outstanding of issuer's common stock, $.001 par
value, as of June 30, 1999 was 15,108,257.

Transitional Small Business Issuer Format (Check One):
Yes:                  No:          X




                                   INDEX
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.                                           Page No.
        Consolidated Condensed Balance Sheet as of
        June 30,1999 (unaudited) and December 31, 1998
        (audited).                                                           3
        Consolidated Condensed Statement of Operations
        for the Three Months and Six Months ended
        June 30, 1999 and 1998 (unaudited).                                  4
        Consolidated Condensed Statement of Stockholders
        Equity for the Six Months Ended June 30, 1999 and 1998
        (unaudited).                                                         5
        Consolidated Condensed Statement of Cash Flows for the
        Six Months Ended June 30, 1999 and 1998 (unaudited).                 6
        Notes to Financial Statements                                        7
Item 2. Management's Discussion and Analysis of Results
        of Operations and Financial Condition.                               9
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.                                                   10
Item 2. Change in Securities.                                                11
Item 3. Defaults Upon Senior securities.                                     11
Item 4. Submission Of Matters To A Vote of Securityholders.                  11
Item 5. Other Information.                                                   11
Item 6. Exhibits and Reports on Form 8-K.                                    11
        Signatures                                                           11



                                       -2-
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
                         AVANI INTERNATIONAL GROUP INC.
                                 AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS


                                          June 30,        December 31,
                                            1999               1998
                                         -----------      ------------
                                         (Unaudited)       (Audited)
ASSETS
CURRENT ASSETS
Cash                                     $   843,176      $  103,428
Accounts receivable                          108,739          79,397
Goods and services tax receivable             15,976          44,280
Inventory                                     86,235          33,123
Prepaid expenses                              23,907          38,650
                                         ------------     ------------
TOTAL CURRENT ASSETS                       1,078,033         298,878
                                         ------------     ------------

PROPERTY, PLANT AND EQUIPMENT - NET        1,657,383       1,647,871
                                         ------------     ------------

OTHER ASSETS
   Security deposits                          10,567          10,217
   Trademarks and licenses                    18,596          18,031
                                         ------------     ------------
                                              29,163          28,248
                                         ------------     ------------

TOTAL ASSETS                             $ 2,764,579      $1,974,997
                                         ============     ============

        LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Current portion of long-term debt     $     7,152      $    6,869
   Accounts payable and accruals             204,714          77,446
   Wages and benefits payable                  6,285          14,453
   Unearned income                            14,417          16,127
   Bottle and cooler deposits                 94,178          85,901
                                          -----------     ------------

TOTAL CURRENT LIABILITIES                    326,746         200,796

LONG-TERM DEBT - NET OF CURRENT PORTION      485,942         408,361
                                         ------------     ------------
TOTAL LIABILITIES                            812,688         609,157
                                         ------------     ------------
COMMITMENTS AND CONTINGENCIES

            STOCKHOLDERS EQUITY

COMMON STOCK, $.001 par value,
 25,000,00 shares authorized;
 15,108,257 and 11,608,257 shares
 issued and outstanding                       15,108          11,608

COMMON STOCK DISCOUNT                        (55,000)        (55,000)

ADDITIONAL PAID-IN CAPITAL                 5,461,932       4,765,432

COMMON STOCK SUBSCRIBED                      100,000               -

ACCUMULATED DEFICIT                       (3,400,030)     (3,140,336)

ACCUMULATED OTHER COMPREHENSIVE LOSS        (170,119)       (215,864)
                                         ------------     ------------
TOTAL STOCKHOLDERS EQUITY                  1,951,891       1,365,840
                                         ------------     ------------
TOTAL LIABILITIES AND STOCKHOLDERS
 EQUITY                                   $2,764,579      $1,974,997
                                         ============    =============



 The accompanying notes are an integral part of these consolidated financial
                                 statements.



                                 - 3 -



                            AVANI INTERNATIONAL GROUP INC.
                                   AND SUBSIDIARIES
                  CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                    (UNAUDITED)

                               Three Months Ended      Six Months Ended
                                     June 30,               June 30,
                               1999          1998          1999          1998
                           -----------   -----------   -----------   -----------


REVENUE
  Bottled water and
     supply sales          $   113,214   $   119,023   $   279,618   $223,024
  Cooler and equipment sales       679         2,673         2,111      9,267
  Cooler rentals                 3,891         8,975        14,553     19,321
                           ------------  ------------   -----------  -----------
                               117,784       130,671       296,282    251,612
                           ------------  ------------   -----------  -----------

COST OF GOODS SOLD
  Cost of goods sold
  (excluding depreciation)      68,056        65,331       152,925    150,760
  Depreciation                  22,070        22,610        43,605     43,820
                          -------------  ------------   -----------  -----------
                                90,126        87,941       196,530    194,580
                          -------------  ------------   -----------  -----------

GROSS PROFIT                    27,658        42,730        99,752     57,032
                          -------------  ------------   -----------  -----------

OPERATING EXPENSES
  General and administrative   175,280       231,559       315,872    485,316
  Marketing                      9,314       129,898        25,692    299,097
                          -------------  ------------   -----------  -----------
                               184,594       361,457       341,564    784,413
                          -------------  ------------   -----------  -----------

LOSS FROM OPERATIONS          (156,936)     (318,727)     (241,812)  (727,381)
                          -------------  ------------  -----------  -----------

OTHER INCOME (EXPENSE)
  Other                            835         1,393         1,446      2,790
  Interest income                    -         7,740             -      9,527
  Interest expense             (11,001)       (8,542)      (19,328)   (19,467)
                          -------------  ------------    ---------- -----------
                               (10,166)          591       (17,882)    (7,150)
                          -------------  ------------    ---------  -----------
NET LOSS                  $   (167,102)  $  (318,136)   $(259,694)  $(734,531)
                          =============  ============   =========== ============

BASIC AND DILUTED LOSS
PER COMMON SHARE          $      (0.01)  $     (0.03)   $   (0.02) $    (0.07)
                          =============  ============  =========== ============

WEIGHTED AVERAGE NUMBER
OF SHARES                   12,191,590    11,576,637    11,899,924 11,036,785
                          =============  ============ ============ ============

The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                    - 4 -
                            AVANI INTERNATIONAL GROUP INC.
                                   AND SUBSIDIARIES
            CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS DEFICIT
                            SIX MONTHS ENDED JUNE 30, 1999
                                 (UNAUDITED)



                                                                     Accumulated
              Common Stock     Common  Additional Common    Accu-        Other
         -------------------   Stock   Paid-In    Stock     mulated Comprehen-
            Shares    Amount  Discount  Capital  Subscribed Deficit  sive Loss
         ----------- -------- -------- --------- ---------- ------- ------------
BALANCE,
 DECEMBER 31,
  1998
 (Audited)
         11,608,257 $11,608 $(55,000) $4,765,432 $      - $(3,140,336)$(215,864)

ISSUANCE OF COMMON
  STOCK   3,500,000   3,500        -     696,500        -           -          -

COMMON STOCK
SUBSCRIBED        -       -        -           -  100,000           -          -

NET LOSS          -       -        -           -        -    (259,694)         -

OTHER COMPREHENSIVE
INCOME            -       -        -           -        -           -     45,745

BALANCE,
JUNE 30,
  1999   15,108,257 $15,108 $(55,000) $5,461,932 $100,000 $(3,400,030)$(170,119)
         ========== ======= ========= ========== ======== ============ =========

 The accompanying notes are an integral part of these consolidated financial
                                 statements.
                                    - 5 -


                         AVANI INTERNATIONAL GROUP INC.
                                AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                     SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                               (UNAUDITED)



                                                     1999         1998
                                                  -----------  -----------

OPERATING ACTIVITIES
   Net loss                                        $(259,694)   $(734,531)
   Adjustments to reconcile net loss to net cash
    used in operating activities
       Depreciation and amortization                  67,609       43,820
       Issuance of common stock for professional
        fees                                               -       10,000
       (Increase) decrease in assets
           Accounts receivable                       (25,558)      (1,056)
           Inventory                                  29,018       41,149
           Prepaid expenses                          (50,726)      14,706
           Other assets                               15,204       (2,398)
       Increase (decrease) in liabilities
           Accounts payable and accruals             113,831       31,995
           Unearned income and deposits                2,322      (10,175)
                                                   ----------  ------------
   Net cash used in operating activities            (107,994)    (606,490)

INVESTING ACTIVITIES
   Acquisition of property, plant and equipment      (11,158)     (13,632)
   Investment in trademarks and patents                    -      (28,000)
                                                   ----------  -----------
   Net cash used in investing activities             (11,158)     (41,632)
                                                   ----------  -----------
FINANCING ACTIVITIES
   Proceeds from mortgages payable                    64,853            -
   Payments of mortgages payable                      (5,282)     (44,271)
   Issuance of common shares, net of offering
    costs                                            800,000    1,612,400
   Purchase of common shares                               -     (400,000)
                                                   ----------  -----------

Net cash provided by financing activities            859,571    1,168,129
                                                   ----------  -----------

EFFECT OF EXCHANGE RATES ON CASH                        (671)     (16,632)
                                                   ----------  -----------

NET INCREASE IN CASH                                 739,748      503,375

CASH - BEGINNING OF PERIOD                           103,428      120,492
                                                   ----------  -----------

CASH - END OF PERIOD                               $ 843,176   $  623,867
                                                   ========== ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
   Cash paid for:
      Interest                                     $  19,328   $   19,467
                                                   ========== ============

      Income taxes                                 $       -   $        -
                                                   ========== ============


The accompanying notes are an integral part of these consolidated financial
                                statements.

                                   - 6 -



                     AVANI INTERNATIONAL GROUP INC.
                            AND SUBSIDIARIES
          NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                         JUNE 30, 1999 AND 1998


NOTE 1 - INTERIM PERIODS


The unaudited information has been prepared on the same basis as the annual
financial statements   and, in  the  opinion of  the Company's  management,
reflects normal  recurring adjustments necessary for a fair presentation of
the information for the periods presented.

Certain  information  and  footnote  disclosures, normally included  in
financial  statements  prepared  in accordance  with generally accepted
accounting  principles,  have been omitted.  These financial statements
should  be read in conjunction with the financial statements  and notes
thereto included in the Company's Form 10-KSB for the year ended December
31, 1998.

The results of operations for the three month and six month periods ended
June  30,  1999  and  1998  are not necessarily indicative  of operating
results for the full year.

NOTE 2 - BASIS OF PRESENTATION

The  consolidated condensed financial statements include the accounts  of
Avani  International  Group, Inc. (the 'Company') and its subsidiaries.
All  material  intercompany balances and intercompany transactions  have
been eliminated.

NOTE 3 - COMPREHENSIVE INCOME

The  Company adopted Statement of Financial Accounting Standards No. 130,
Comprehensive  Income  for  the  first  quarter  of fiscal  year 1998.
Comprehensive income is a more inclusive financial reporting methodology
that   includes   disclosure  of  certain  financial information that
historically  has not been recognized in the calculation of  net income.
Comprehensive  income  (loss), representing foreign currency translation
adjustments  for the six months ended June 30, 1999 and 1998 was $45,745
and $(34,261).

NOTE 4 - COMMON STOCK

In  May 1999, the Company raised $700,000 from a private offering through
the issuance of 3,500,000 shares of common stock.  In connection with this
offering, 3,500,000 warrants were issued to purchase common shares at an
exercise  price of $.20 on or before July 1, 2000, $.25 on  or before
July  1, 2001 and $.30 on or before July 1, 2002.  In June, 1999, through
a separate transaction, the Company raised $100,000 from a private offering
through the issuance of 500,000 shares of common stock.  In connection with
this offering, 500,000 warrants were issued to purchase common shares at an
exercise price of $0.20 on or before August 12, 2000, $0.25 on or before
August 12, 2001, and $0.30 on or before August 12, 2002.

NOTE 5 - MAJOR CUSTOMER AND SUPPLIER

In  each period the Company sold a substantial portion of its products to
one  customer.   During the six months ended June 30, 1999, sales to  an
Australian  customer aggregated $57,100 and sales to a Japanese customer
aggregated $32,544, and during the six months ended June 30, 1998, sales
to  a Taiwanese customer aggregated $25,560.  At  June 30, 1999 and 1998,
amounts  due  from these customers included in trade accounts receivable
were $89,644 and $25,560.

During the six months ended June 30, 1999 and 1998, the Company purchased
approximately  47% and 41% of its materials from one supplier.  At  June
30, 1999 and 1998 amounts due to those suppliers were $0 and $2,205.   If
the  supplier ceased doing business with the Company, management believes
that other sources of materials are available.


                                         - 7 -


                         AVANI INTERNATIONAL GROUP INC.
                                  AND SUBSIDIARIES
                        NOTES TO CONSOLIDATED CONDENSED
                  FINANCIAL STATEMENTS JUNE 30, 1999 AND 1998

NOTE 1 - INTERIM PERIODS
The unaudited information has been prepared on the same basis  as the annual
financial  statements  and,  in  the opinion  of  the Company's management,
reflects normal recurring adjustments necessary  for a  fair presentation of
the information for the periods presented.  Certain information and footnote
disclosures, normally included  in financial statements  prepared in accordance
with  generally  accepted accounting  principles, have been omitted.  These
financial statements should be read in conjunction with the financial statements
and  notes thereto included in the Company's Form 10-KSB for the year ended
December 31, 1998.

The results of operations for the three month and six month periods ended
June  30,  1999 and 1998 are not necessarily indicative  of operating results
for the full year.

NOTE 2 - BASIS OF PRESENTATION
The consolidated condensed financial statements include the accounts of Avani
International Group, Inc. (the 'Company') and its subsidiaries. All  material
intercompany balances and intercompany transactions have been eliminated.

NOTE 3 - COMPREHENSIVE INCOME
The  Company adopted Statement of Financial Accounting Standards No. 130,
Comprehensive  Income  for  the  first quarter  of fiscal  year 1998.
Comprehensive income is a more inclusive financial reporting methodology that
includes   disclosure  of  certain financial information   that historically
has not been recognized in the calculation of  net income. Comprehensive income
(loss), representing foreign currency translation adjustments for the six months
ended June 30, 1999 and 1998 was  $45,745 and $(34,261).

NOTE 4 - COMMON STOCK
In  May 1999, the Company raised $700,000 from a private offering through the
issuance of 3,500,000 shares of common stock.  In connection with this offering,
3,500,000 warrants were issued to purchase common shares at an exercise  price
of $.20 on or before July 1, 2000, $.25 on  or  before July  1, 2001  and  $.30
on or before July 1, 2002.  In June, 1999, through a separate transaction, the
Company raised $100,000 from a private offering through the issuance of 500,000
shares of common stock.  In connection with this offering, 500,000 warrants were
issued to purchase common shares at an exercise price of $0.20 on or before
August 12, 2000, $0.25 on or before August 12, 2001, and $0.30 on or before
August 12, 2002.

NOTE 5 - MAJOR CUSTOMER AND SUPPLIER
In  each period the Company sold a substantial portion of its products to one
customer. During the six months ended June 30, 1999, sales to an Australian
customer  aggregated  $57,100 and  sales to  a Japanese  customer aggregated
$32,544, and during the six months ended June 30, 1998, sales to a Taiwanese
customer aggregated $25,560.  At June 30, 1999 and 1998, amounts due from
these customers included in trade accounts  receivable were $89,644 and $25,560.

During the six months ended June 30, 1999 and 1998, the Company purchased
approximately 47% and 41% of its materials from one supplier.  At June 30, 1999
and 1998 amounts due to those suppliers were $0 and $2,205.   If the supplier
ceased doing business with the Company, management believes that other sources
of materials are available.


                                     - 8 -
Item 2. Management's Discussion and Analysis.

The following discusses the financial results and position of the consolidated
accounts of the  Company  and  its  wholly  owned subsidiaries for the periods
indicated.

Results of Operations

Revenues for the three and six months periods ended June 30, 1999 were $117,784
and $296,282, respectively, compared with revenues of $130,671 and $251,612 for
the same periods in  1998.  The increase of 17.75% for the six month period  in
1999 was due to higher pricing of its PET bottles, initiation of sales to
Australian and Japanese distributors, and an increase in local sales of its five
gallon bottles. Revenues for the six month period in 1999 consisted of $279,618
in water and supply sales (an increase of 25.38% from $223,024 for the prior
period), $2,111 in cooler and equipment sales (a decrease of 77.22% from $9,267
for the prior period) and $14,553 in cooler rentals (a decrease of 24.68% from
$19,321 for the  prior period).  Of the total revenue for the six month period
in 1999, $57,100 (or 20.42% of total water sales) represented sales to an
Australian distributor and $32,544 (or 11.64% of total water sales) represented
sales to a Japanese distributor.  Interest income for the period earned on
investment of cash totaled $0 for the six month period in 1999 compared with
$9,527 for the prior period.  The decrease is a result of the reduction of
available cash to June 1999.

Cost of sales for the three and six month period in 1999 totaled $90,126 and
$196,530, respectively, compared with $87,941 and $194,580 for the same periods
in 1998.  Cost of goods sold for the six month periods as a percentage of sales
decreased by 11% from 77.33% to 66.33% due principally to higher pricing of PET
bottles and a reduction of sample promotions. Cost of sales for the six month
period in 1999 consisted of $152,925 in bottled water, supplies, coolers and
related equipment (an increase of 1.44% from $150,760 for the prior  period) and
$43,605 in depreciation (a slight decrease from $43,820 for the prior period).
Gross profit for the three and six month periods in 1999 was $27,658 and
$99,752, respectively, compared with $42,730 and $57,032 for the prior periods.
The decrease for the three month period in 1999 was due to the reduction of
revenue from water sales and cooler sales and rentals together with the sight
increase in cost of goods sold. The increase for the six month period is 1999
was due to the increase in  water sales that occurred in the first quarter
partially offset by the reduction in cooler rentals and sales, together with
improved operating efficiencies.

General and administrative expenses which includes administrative salaries and
overhead for the six month period totaled $315,872 which represents a decrease
of 34.9% from $485,316 for the prior period. This decrease is due principally to
cost reduction  measures implemented by the Company in late 1998. Marketing
expenses totaled $25,692 for the six month period in 1999 representing a
decrease of 91.4% from $299,097 for the  prior period.  The decrease in
marketing expenses is due principally to the reduction of advertising and
promotional costs, including one time costs related to the Company's sponsorship
of the Los Angeles Marathon and the Vancouver Marathon. Interest expense in
connection with the Company's real estate totaled $19,328 for the six month
period in 1999 representing a slight decrease from $19,467 for the prior
period. Net loss for the three and six month periods in 1999 fiscal period
was $167,102 and  $259,694, respectively, compared with $318,136 and $734,531
for  the prior periods.

                            Year 2000 Compliance
Year 2000 compliance is the ability of computer hardware and software to
respond to problems posed by the fact that computer programs traditionally have
used two digits  rather than four digits to define an applicable year. As a
consequence, any of computer programs or equipment using internal programs may
recognize a date using "00" as the year 1900 rather than the year 2000.  This
could result in a system failure or miscalculations causing interruptions of
operations, including temporary inability to send invoices or engage in
normal business activities or to operate equipment such as telephone systems,
facsimile machines and production machinery.

To date, the Company has reviewed its  financial accounting software and
system and has determined it is fully Year 2000 compliant.  The Company has been
informed by its suppliers of major pieces of office and manufacturing equipment
that such equipment is also Year 2000 compliant. The Company has initiated a
review of its relationships with suppliers and vendors to determine if there
will be an impact to the Company's operations due to a Year 2000 issue. Although
the Company does rely on a sole source  supplier, most other items can be
obtained from alternative sources if a preferred supplier or vendor is not able
to meet the Company's needs. Because this review is not yet completed, the
Company has not established a contingency plan for any vendors that may not be
Year 2000 compliant.  The Company anticipates that using a contingency plan will
require using alternate vendors which may not be operationally efficient.   The
supplier and vendor review is anticipated to be completed by the second half of
1999. Costs to date and future costs of Year 2000 compliance are not significant
or anticipated to be significant.

Liquidity and Capital Resources

Since its inception, the Company has financed  its operations principally
through the private placement of its  common stock, and to a lesser extent,
through cash flow from operations. During 1998, the Company raised approximately
$1,600,000 net of offering costs from the private placement of its common stock.
In addition  during  the period,  the Company repurchased 400,000 shares  of
common stock at $1.00 per share. In the second quarter of 1999, the Company
received $800,000 from the private placement of its common stock. As  of
June  30,  1999, the Company has working capital  in the amount of $751,287.
the last month  of 1998 and  continuing  to the first quarter of 1999, the
Company  has undertaken  cost  reduction measures  in an effort to  reduce
operating losses. These measures include personnel reductions and the
elimination of certain promotional charges. However, despite these measures,
the Company is uncertain as to  when  it  will achieve profitable operations.

Property,  plant and equipment, net of accumulated depreciation, totaled
$1,657,383 on June 30, 1999.  Property, plant and equipment, net of accumulated
depreciation,   totaled $1,647,871 on December 31, 1998.

Forward Looking Statements. Certain  of the statements contained in this
Quarterly Report  on Form  10QSB  includes "forward looking statements"  within
the meaning of Section 21E of the Securities Exchange Act of 1934, as amended
("Exchange Act"). See the Company's Annual Report on Form 10KSB for additional
statements concerning operations and future capital requirements.

Part II OTHER INFORMATION
Item 1. Legal Proceedings.
        ------------------
None

Item 2. Changes in Securities.
        ---------------------
None

Item 3. Defaults Upon Senior Securities.
        --------------------------------
None

Item 4. Submission Of Matters To A Vote Of Securityholders.
        ---------------------------------------------------
None

Item 5. Other Information.
        ------------------
The  Company entered into a joint venture agreement dated May 5, 1999 with
Multimega Technologies SDN. BHD, a Malaysian corporation ("Multimega"). The
agreement grants Multimega certain  rights  to the Company's oxygen enrichment
technology subject to the payment of royalties and net revenue allocations.

The Company entered into a Share Subscription Agreement and Warrant Agreement
with a third party both dated May 12, 1999, pursuant to which the Company
agreed to sell 3,750,000 shares  of common stock and 3,750,000 common stock
warrants for the sum of $750,000. The stock purchase warrants are exercisable
at a price per share of $0.20 on or before August 12, 2000,  $0.25 on or before
August 12, 2001, and $0.30 on or before August 12, 2002.

The Company received $100,000 pursuant to the agreements. The Company  entered
into  a Share Subscription  Agreement  and Warrant Agreement with a third party
both dated  May  12, 1999, pursuant  to which the Company sold 3,500,000 shares
of common stock and 3,500,000 common stock warrants and received the sum of
$700,000. The stock purchase warrants are exercisable at a  price per  share
of $0.20 on or before July, 2000, $0.25 on  or  before July 1, 2001, and $0.30
on or before July 1, 2002.

Item 6. Exhibits.
(a). Furnish the Exhibits required by Item 601 of Regulation SB.

10.(xiii) Joint Venture Agreement dated May 5, 1999 by and between the Avani
 International  Group, Inc. and Multimega Technologies SDN. BHD.

10.(xiv) Share Subscription Agreement dated and effective May 12, 1999 by and
 between Avani International Group, Inc. and Yip, Kam Chong.

10.(xv) Warrant Agreement dated and effective May 12, 1999 by and between
   Avani International Group, Inc. and Yip, Kam Chong.

10.(xvi) Share Subscription Agreement dated May 12, 1999 by and between Avani
   International Group, Inc. and Ngai Sou Chang.

10.(xvii) Warrant Agreement dated May 12, 1999 by and between Avani
   International Group, Inc. and Ngai Sou Chang.

10.(xviii) Finder's Fee Agreement dated  June 12, 1999 by and between Avani
   International Group, Inc. and Chin Yen Ong.

10.(xix) Warrant Agreement dated June 12, 1999 by and between Avani
   International Group, Inc. and Chin Yen Ong.

10.(xx) Finder's Fee Agreement dated August 3, 1999 by and between Avani
   International Group, Inc. and Chin Yen Ong.

10.(xxi) Warrant Agreement dated August 12, 1999 by and between Avani
   International Group, Inc. and Chin Yen Ong.

Exhibit 27.1 - Financial Data Schedule
(b) Reports on Form 8-K.

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                AVANI INTERNATIONAL GROUP, INC.

Date: August 20, 1999          /s/ Dennis Robinson
                              ------------------------
                              Dennis Robinson
                              President and Chief Accounting Officer





                                     - 11 -













EXHIBIT xiii
-------------


                        JOINT VENTURE AGREEMENT

THIS AGREEMENT is made and entered into this 5th day of May, 1999.

BETWEEN:  MULTIMEGA   TECHNOLOGIES  SDN. BHD., a company incorporated under the
          laws of Malaysia and having its principal place of business at D12,
          Tingkat 1.,  Plaza Tun Razak 50400, Kuala Lumpur, Malaysia

          (hereinafter called "MTS")

AND:      AVANI INTERNATIONAL GROUP INC., a corporation organized under the laws
          of the State of Nevada and having its business office at Suite 328,
          17 Fawcett Road, Coquitlam, British Columbia V3K 6V2 Canada

          (hereinafter called "AIG")

WHEREAS:

a)        AIG has certain exclusive technology which dissolves large amounts of
          oxygen in purified water for application in the bottled water
          industry;

b)        AIG  has agreed to grant to MTS the exclusive right and license  to
          produce and sell AIG's proprietary oxygen enriched water products; and
          AIG has agreed to supply the equipment necessary for MTS to establish
          a  new  water bottling production facility in Malaysia, all on the
          terms and conditions herein set forth,

NOW  THEREFORE  in  consideration of the  mutual terms and conditions contained
herein, the parties do hereby agree  as follows:

1. DEFINITIONS

a) "Equipment" means the proprietary equipment referred to in Exhibit "A"
     hereto, which Equipment incorporates the Technology; as well as the
     filtering and bottling equipment referred  to in Exhibit "B" hereto; which
     equipment  is necessary to complete a full bottling line to produce the
     Products;

b) "Names  and Marks" means the names, insignias, labels, slogans and other
     identification, trade marks, service marks and trade names and/or
     applications that have been used by AIG  and that may be used from time to
     time by  AIG  in  connection with the Technology and the sale and
     distribution of the Products, including the name "Avani";

c) "Products"  means  all oxygen enriched  water products developed by AIG to
     date, including all of its bottled water products, and includes all
     enhancements,  derivatives, modifications and replacements thereof, and the
     Proprietary Rights associated therewith;

d) "Proprietary Rights" means copyrights, rights in and to trade secrets,
     patents, patent applications and patents pending, trademarks and trade
     names, proprietary  and confidential information and data, and all
     equivalent rights throughout the world; and

e) "Technology"  means all information, data, processes, know-how and concepts
     now owned or which may in the future be  developed and owned by AIG
     associated  with  the development, use and manufacture of the Products and
     the Proprietary Rights.

All references herein to dollar amounts are to United States dollars, unless
otherwise stated.

2. GRANT OF LICENSE

2.1 Subject  to the terms and conditions set forth in this Agreement, AIG
     hereby grants to MTS and MTS hereby accepts from AIG the exclusive world
     wide rights and licenses (the "Licences") to:

a) to  have  access to and to use for all purposes herein set forth,  AIG's
    documents, records,  trade secrets, engineering reports, formulae, studies,
    data and information comprising  or  otherwise relating to the Technology,
    Proprietary Rights and the Products;

b) to undertake manufacturing of the Products;

c) to  undertake research, development and modification of the Products;

d) to sell, market, promote and exploit and the Technology and Products;

e) to  use  the  Proprietary Rights in connection with carrying out the above;

f) to  use the Names and Marks in connection with carrying out the above;

g) to  use and exploit the Technology and Products for all uses, purposes and
     applications, whether known or unknown as of the date of this Agreement;

and

h) to grant or enter into sub-licenses or similar agreements with third parties
   whereby such third parties may undertake any of the above rights of MTS.

2.2 MTS  has  the  first right of refusal of the exclusive world wide rights
    and licenses except Canada;

2.3 AIG shall refer all inquiries, pertaining to the licenses to MTS.

2.4 In consideration of the grant of the Licences, MTS hereby agrees to pay to
    AIG a 2% gross revenue royalty in the manner as set forth in paragraph 6.1
    hereof.

2.5 AIG & its subsidiaries have the right to appoint representatives &
    distributors to market and promote the products worldwide from the existing
    manufacturing facilities only at Suite 328, 17 Fawcett Road, Coquitlam, B.C.
    V3K 6V2 Canada.

3. PROVISION OF EQUIPMENT

3.1 AIG agrees to provide to MTS the following goods and services, at or to
    MTS's designated Malaysian  bottling facility:

a) the design and layout of the MTS bottling plant;

b) other Equipment related to the bottling facility to  be manufactured in
   Malaysia;

c) construction of the "clean room";

d) installation and commissioning of the Equipment, including installing an
   electric power substation  and cabling; and

d) Assistance in gaining all necessary government licences and permits
   pertaining to operation of the Equipment and production of the Product, all
   at AIG's own cost, to an aggregate out-of-pocket maximum cost to AIG of
   $700,000.

3.2 The obligation of AIG to provide the Equipment and other services described
    above is conditional upon  AIG raising $700,000 on or before June 30, 1999.

3.2 In consideration of AIG providing the Equipment and other goods and
    services, MTS hereby agrees to pay to AIG an amount equal to 20% MTS's net
    profits in the manner as set forth in paragraph 7.1 hereof.

3.3 The Equipment shall be and remain the sole property of AIG, and AIG hereby
    agrees MTS shall have the exclusive right to use the Equipment, for its
    intended purpose of producing Product.  The parties will be free to
    determine between themselves how to account for the Equipment on their
    respective financial statements, in accordance with applicable accounting
    principles.

4. OBLIGATIONS OF AIG

4.01 AIG hereby represents, warrants and covenants in favour of MTS that:

a) AIG is the inventor and sole owner of the Products, the Technology and the
   Proprietary Rights;

b) The  Technology  is  proprietary to  AIG,  and to the knowledge of AIG, no
   other person has a similar technology;

c) AIG owns or where deemed appropriate has undertaken steps to obtain patents
   or otherwise protect its interest in the Products, Technology and Proprietary
   Rights;

d) AIG will continue to undertake research and development to enhance and
  improve the Products, Technology and Proprietary Rights;

e) AIG will advise and forthwith make available to MTS all enhancements,
   modifications, derivatives, improvements and replacements to the Products,
   Technology and Proprietary Rights;

f) AIG will replace all defective Equipment, or parts thereof, in a timely
   manner and at its own cost, during the term of this Agreement; all with a
   view of ensuing MTS's production line is allowed to operate on an
   uninterrupted basis. Normal wear and tear is excluded from his warranty,
   and MTS  will be responsible for the cost of ordinary maintenance of the
   Equipment; and

g) Subject to the non-disclosure provisions contained herein, AIG will provide
   to MTS all information pertaining to the Technology and the Proprietary
   Rights, to be kept in a secured safe accessible only by both parties acting
   jointly.   In the event AIG goes into bankruptcy or receivership such
   confidential information will be and become the property of MTS for its
   own use.

5. OBLIGATIONS OF MTS

5.1 MTS  will  source and secure factory space in Malaysia, be it leased or
   purchased outright.  If purchased outright, MTS will pay for it. If leased,
   it is the responsibility of MTS to service the lease.

5.2 MTS will be responsible entirely for the marketing costs, overheads,
    payroll, and all other operating costs associated with the factory. AIG
    will not be responsible for contributing any further funds or Equipment
    other than as stated above.  MTS will be responsible for financing  all
    loses incurred and costs associated therewith.  All of the above capital
    and operating costs will be absorbed by MTS until such time  as the
    production line utilizing the Equipment is operating on a profitable basis.

5.3 MTS  will designate December 31 as its fiscal year end to assist AIG in
    its year end consolidation.

5.4 MTS will prepare and maintain  adequate books, records and accounts of its
    operations, which shall be audited yearly in accordance with United States
    Generally Accepted Accounting Standards (U.S. GAAP) by an independent firm
    of auditors.  Such annual audited financial statements converted to U.S.
    dollars, will be completed and sent to AIG on or before the end of February
    of each year.

5.5 MTS will provide AIG with quarterly financial statements for quarters
    ending the last day of March, June and September in a prompt manner.

5.6 MTS will conduct its business in compliance with all applicable laws and
    regulations in the region and country it is located, and it will obtain all
    licences necessary to conduct its business.

5.7 MTS will not, at any time, reveal or otherwise disclosed to any person,
    firm, corporation, association or other entity any of the confidential
    information or data which MTS may have acquired in connection with
    receiving, operating, and inspecting the Technology and/or Equipment.
    This covenant shall survive the termination of this Agreement for any
    reason other than as contemplated by paragraph 4.1 (g).

5.8 MTS will commence operation of the manufacturing facility on or before
    June of year 2000.

5.9 MTS agrees to the appointment of two directorships by AIG to the board of
    MTS.

6. ROYALTY

6.1  The   2%  gross  revenue  royalty  will initially be calculated annually,
     based on MTS's annual audited financial statements.  For purposes hereof,
     "gross revenues" mean the aggregate cash or kind received by MTS from the
     sale of its Product.  Unless otherwise challenged, the financial statements
     prepared by the independent auditing firm will be considered definitive.
     Initially the royalty  will  be payable within 60 days of preparation of
     the annual audited financial statements; however, once MTS has completed
     one profitable year, the royalty will be calculated quarterly on the last
     day of each of March, June and September of each year, and payable within
     60 days of the end of  each year. In each year, the determination of annual
     gross revenues will be calculated by the independent auditors, and any
     difference in payment of the royalty will be either paid by MTS or offset
     against the next annual payment made by MTS.

7. PROFIT SHARING

7.1 In consideration of AIG contributing and incurring the costs of contributing
    the Equipment  and  ancillary installation services, MTS agrees to pay to
    AIG an ongoing amount equal to 20% of the net profits realized by MTS from
    time to time, payable within 90 days of the end of each financial year.
    For purposes hereof "net profits" will be net profits after tax calculated
    in accordance with U.S. GAAP,  as determined by an independent firm of
    auditors acceptable to both parties.


7.2 It is understood and agreed that AIG  shall not be responsible for
    contributing any amount toward Equipment costs or any other costs of
    operations of MTS other than the maximum $700,000 referred to in
    paragraph 3.1 above. The responsibility for all other costs and for
    covering all loses will be that of MTS alone.

7.3 The sharing is limited to the net profits derived by MTS from the one
    bottling line established by MTS and AIG using the Equipment contributed by
    AIG hereunder.  In contrast, and for certainty, the 2% gross revenue
    royalty applies to all revenues generated by MTS from the sale of all
    Products.

7.4 In the event MTS wishes to establish additional bottling lines or
    facilities, AIG will have the first right to participate therein, either
    through reinvestment of its 20% net profit share, or the contribution (at
    its cost) of additional Equipment; on such terms and conditions as the
    parties may agree.

8. TERM

8.1 The term of the Licences granted herein shall be for an initial period of
    30 years from the date hereof, and shall automatically renew for another 30
    years provided that MTS is not otherwise in default hereunder.

9. DEFAULT

9.1 An event of default shall occur if:

a)    MTS fails to pay AIG any amount when due, and such failure continues for a
      period of 30 days following receipt of written notice of such failure by
      AIG;

b)    MTS files for relief or liquidation under the bankruptcy, insolvency or
      similar laws of its jurisdiction;

c)    MTS consents to the appointment of a trustee, custodian, receiver or an
      officer of similar powers,

d)    MTS is subject to the execution of a judgment; and any such event  is  not
      cured within 30 days following  the occurrence of such event;

e)    MTS breaches any term, covenant or condition of this Agreement and  such
      breach is not cured within  30  days following receipt of written notice
      of such breach by AIG;

f)   MTS fails to receive or maintain the necessary permits or licences from
     any governmental authority within the territory necessary for it to conduct
     its business within such jurisdiction and such failure continues for 30
     consecutive days.

g)   In the event of an occurrence of default, AIG, without prejudicing its
     other rights and remedies, may declare this Agreement terminated and of no
     force and effect;

9.2 Upon  the termination of this Agreement for any reason set forth in
    paragraph 9.1:

a) all rights of MTS under this Agreement shall cease forthwith and MTS shall
   cease conducting its business of manufacturing and sale of the Products,
   shall cease using the Technology and Equipment; and shall return the
   Equipment to AIG.

b) MTS,  within 30 days from the date of termination, will provide AIG with a
   final accounting statement and shall remit all royalties due and owing to
   AIG.  The accounting statement shall identify the gross sales of the
   Product from the last statement provided by MTS.

9.3 An  event  of  default shall occur if AIG breaches any term, covenant or
    condition of this Agreement and  such breach is not cured within 30 days
    following receipt of written notice of such breach by MTS.  In the event
    AIG should default under this Agreement, MTS's obligations to pay royalties
    and shares of profit will cease until the default is remedied.


10. MODIFICATION AND ENHANCEMENTS

10.1 It is a fundamental term of this Agreement that AIG will not create or
     design a product and compete, directly or indirectly, with MTS.  MTS will
     be entitled to the rights and licences referred to herein pertaining to all
     Products now or at any time during the term of this Agreement available to
     AIG. AIG agrees that all future enhancements, improvements, derivatives,
     modifications and replacements of the Products, whether based on existing
     Products, or derived independently which may in any way compete with an
     existing or future Product, shall be made available to MTS under this
     Agreement.

10.2 AIG reserves the unfetted right to modify and improve the Products and the
     Technology, and in the event the Products or the Technology are replaced by
     a modified or improved product or technology, this Agreement shall be read
     to include the modified or improved product or technology.

10.3 MTS may also undertake research and development toward modifying and
     improving the Products and Technology, and in the event the Products of
     Technology are replaced by a modified or improved product or technology,
     This Agreement shall be read to include the modified or improved product or
     technology.

10.4 MTS may request that AIG undertake research and development toward the
     modification, enhancement or improvement of the Products or Technology in
     certain manners or to obtain certain end results.  MTS will pay AIG's costs
     in undertaking the same on the basis of previously agreed to budgets.

10.5 All derivations, revisions, enhancements, modifications or improvements
     made to the Products and Technology, by both AIG and Licensee, shall be
     and remain the property of AIG, but shall form "Products" or "Technology"
     hereunder and be subject to the terms of this Agreement.

11. NAMES AND MARKS

11.1 MTS  may designate, develop, commission and use various Names and Marks in
     selling and promoting the Products; and AIG acknowledges that MTS shall
     retain ownership of all Names and Marks used by it.  Any goodwill
     associated with the Names and Marks shall enure exclusively to the benefit
     of MTS.

12. NON-DISCLOSURE OF INFORMATION

12.1 MTS  hereby acknowledges that the information contained herein and all
     other information, whether oral or written, otherwise disclosed to MTS by
     AIG pursuant to this Agreement has been disclosed to MTS in the strictest
     confidence and accordingly, MTS hereby covenants and agrees that MTS will
     not otherwise than in accordance with the terms of this Agreement, either
     during the term of this Agreement,  or at any time thereafter anywhere  in
     the world, make use of, for its own use or otherwise, or disclose any
     information with respect to the Products,  the Proprietary Rights, or the
     business or affairs of AIG  that  it  may  obtain from AIG pursuant to this
     Agreement.

13. WARRANTY

13.1 AIG  represents and warrants to MTS that the Products are and will continue
     to be fit for the purposes of which they are intended, including human
     consumption; and AIG agrees to indemnify and hold MTS harmless from and
     against any and all liability which may arise from any breach of this
     warranty.


14. INDEMNIFICATION

14.1 MTS,  its successors, transferees and assigns, jointly and severally, do
     hereby forever indemnify, covenant to defend and hold harmless AIG, its
     affiliates, officers, directors, contractors, sub-contractors and
     successors in interest from any and all claims, losses (consequential or
     otherwise),   demands,  causes  of  action, lawsuits, administrative
     actions, losses and expenses,  including reasonable attorneys' fees, of
     any kind, character  of nature, arising from or in any way connected,
     directly or indirectly, with the business of MTS, including operation of
     the Equipment, the use of the Technology, or the sale of the Product.

15. INDEPENDENCE

15.1 Neither party shall have the authority to act on behalf  or bind the other
     party.

16. NOTICES

16.1 Any notice or other communication required or permitted hereunder shall be
     made in writing, and shall be deemed to have been given if placed in the
     mail, registered  and certified, postage prepaid, or if personally
     delivered, to the addresses stated above.

17. LAW AND ARBITRATION

17.1 This Agreement shall be governed in accordance with the laws of the
     Province of British Columbia and the laws of Canada then in force and
     effect.

17.2 In the event of any dispute arising between the parties concerning this
     Agreement or its enforceability, the same shall be settled by a single,
     arbitrator pursuant to the provisions of the Commercial Arbitration Act
     (British Columbia), or any successor legislation then in force.

18. AGREEMENT, MODIFICATION, WAIVER AND HEADINGS

18.1 This Agreement constitutes the entire agreement between the parties hereto
     pertaining to the subject matter herein and supercedes all prior and
     contemporaneous agreements, understandings, negotiations and discussions
     among  the parties, written  or  otherwise.  No supplement, modification or
     waive or termination of this Agreement shall be  binding unless executed in
     writing  by  the party to be bound thereby.

18.2 All  exhibits, schedules and documents referred to  in this Agreement are
     incorporated herein for all purposes.  Moreover,  the  recitals set forth
     above  are likewise incorporated herein for all purposes.

18.3 The terms and provisions herein shall be binding on and inure to the
     benefit of the parties hereto, and their respective transferees, successors
     and assigns.

IN WITNESS WHEREOF the parties have caused this Agreement to be effective all as
of the date set forth above.


Signed,  Sealed  and Delivered       MULTIMEGA TECHNOLOGIES SDN. BHD
By  MTS  in  the  presence  of:      By  Its  Authorized Signatory:


__________________________           _______________________________
Witness


__________________________
Address


__________________________
Address


_________________________
Occupation

Signed, Sealed and Delivered       AVANI INTERNATIONAL GROUP INC.
By  AIG  in  the  presence  of:    By  Its Authorized Signatory:


__________________________         _______________________________
Witness

__________________________
Address


__________________________
Address

_________________________
Occupation









EXHIBIT "A"





AIG OXYGEN ENRICHMENT EQUIPMENT








AVANI ADVANCED OXYGEN ENRICHEMENT EQUIPMENT

Avani Oxygen Enrichment Equipment is to stimulate the atmospheric conditions  of
rain water.   Ozone and ozone lattices allow the oxidation potential to be
multiplied tremendously.  The equipment is composed of three processes including
electron bond angle shifter, oxygen infusion process and the vortex  cyclonic
shifter.   AVIG will continuously work on  R & D to improve the preceding
mentioned processes.   Their functions and  methods of improvement are shown as
follows:

1. ELECTRON BOND ANGLE SHIFTER

This device is an electro magnetic process which neutralizes the water in nano
seconds, thereby allowing ozone and ozone lattices to be multiplied
tremendously.  This in turn, will subsequently create tremendous infusion of
oxygen molecules. It is located in the first cabinet.

The functions will be improved by the following:
a. by varying the impact of long chain ozone and the pressure;
b. by varying and alternating the degree of conductivity of the electromagnetic
   device;
c. by varying the degree of electrical charge to the device;
d. by changing the mathematical formula and by altering the size and
   shape of the device;
e. by testing combinations of the above.

2.   OXYGEN INFUSION PROCESS

The neutralized highly oxygen enriched water is sucked through the oxygen
infusion process.   This device works through  a vaccum  system at varying
precise  pressure  and force  throughout  the process which located  in  the
first cabinet.  This process allows the oxygen molecules to be compacted and
ready to be introduced to the next Avani process - the Vortex Cyclonic Shifter.


The process can be enhanced by
   a. lengthening and expanding the surface area of contact throughout the
          device;
   b. altering the precise pressure and force of the device
          through mathematical calculations;
   c. altering the suction pressure of the water when going through the device;
   d. testing combination of the above.

2. THE VORTEX CYCLONIC SHIFTER

Oxygenated water is puched through this device at 80PSI or more. It is through
this device in the second cabinet that intense cyclonic actions are created to
enable the systematic freeing of the oxygen molecules, and causing them to bond
with the water molecules at precise moments, to achieve the final stablized
oxygen enrichment of the water.

The improvement can be done by
     a.   varying the input pressure;
     b.   altering the intensity of the cyclonic actions;
     c.   altering the mathematical calculations of the cyclonic pulses;
     d.   testing combination of the above.

The  equipment  consists  of the  following components and accessories:

The First Cabinet
1 unit of Stainless Steel Cabinet 8' x 4' x 4'contains:
                         (1)  Polarizing Array 8" x 24 1/2"
                         (2)  Air Modules
                         (1)  50' 1/4" Tubing
                         (1)  Pressure Regulator
                         (1)  Flow Meter
                         (1)  30' x 2'' pvc Spiral Tubing

1 unit of Stainless Steel Cabinet 8' x 4' x 4'contains:
                         (1)  Massic Injection (Kynar)
                         (2) 2" PVC Ball Valves
                         (2)  Air Flow meter
                         (1)  Water Flow Meter

The Second Cabinet
1  unit  of Stainless Steel Control Platform 6' x  8' x  2' contains:
                         (1)  Long chain ozone machine consist of 4
                              glass tubes, 4 Electrodes, high voltage
                              transformer (60,000 volts)
                         (6)  Push/pull mushroom buttons
                         (6)  Contactors
                         (6)  Transformers
                         (6)  Relays;

Equipment For Research and Development
The  following is the equipment use to monitor and enhance the functions.

     -    high purity air compressor;
     -    medical grade air dryer;
     -    sub micron filtration equipment for air compressor;
     -    medical grade oxygen connectrator;
     -    oxygen chiller equipment;
     -    ozone generation system;
     -    oxygen diagnostic equipment;
     -    computer control lathe;
     -    tungsten inert gas welder;
     -    high pressure hydraulic press;
     -    hydraulic water pressure testing equipment;
     -    high oxygen saturation digital meter;
     -    TDS meter;
     -    PH meter;
     -    high pressure metal forming machinery.


EXHIBIT "B"

LIST OF OTHER EQUIPMENT CONTRIBUTED BY AIG

30,000 GPD Purified Water Station with Bottling Plant TECHNICAL SPECIFICATIONS


Item 1  Accessories of Raw Water Storage Tank

       Quantity:     One (1)
       Material:     High Density Polyethylene
       Accessories:  (1) 16" manway
                     (1) Outlet nozzle 2" dia.
                     (1) Inlet nozzle 2" dia.
                     (1) Ozonated water return 2" dia.
                     (1) Low and high level switches
                     (1) Set ozone diffusers

Item 2  Twenty Micron Cartridge Filter Housing

        Quantity:    Two (2)
        Material:    -316SS const. housing
      Cartridges:    Qty: 8 nos. 2 1/2"x 10" long
        Material:    -polypropylene construction cartridge
        Rating:      -20 microns
   Accessories:      -(1) 1 1/2" inlet isolation valve
                     -(1) 1 1/2" outlet isolation valve
                     -(1) 1/4" vent valve
                     -(2) Inlet and outlet pressure gauges
Item 3  Ozonator  Equipment, totally enclosed self contained ozone generator
        and  oxygen generator in a single epoxy coated aluminum structure.
       Quantity:     One (1)
       Manufacturer: Pacific Ozone or equal.
       Model No.:    G-21
       Capacity:     0.84 Lbs./day
       Dimensions:   45 cm height x 40 m. width x 22.5 cm depth
       Weight:       22 Kgs.
       Accessories:  -(3) 1 1/2" isolation valves.
                     -(1) Ozone venturi type eductor
                     -(1) Lot PVC piping
                     -(1) Ten micron cartridge filter


       Ozone Recirculation Pump
       Quantity:     One (1)
       Manufacturer  Ebara or equal
       Type:  Stainless steel, close coupled centrifugal pump
       Model No.:    CDU series
       Capacity:     20 gpm at 45 psi
       Size:         1" x 1 1/4" x 6-3/16"
       Motor:        2 HP, 415V, 3Ph, 50Hz motor
       Accessories:  (1) 1 1/2" suction valve
                     (1) 1" discharge valve
                     (1) Discharge pressure gauge 0-100 psi
                     (1) Discharge check valve

Item 4   Filter Feed Pumps assembled and mounted on a skid:

       Quantity:     Two (2)
       Manufacturer: Ebara or equal
       Type:         Stainless steel, close coupled centrifugal pump
       Model No.:    CDU series
       Capacity:     30 gpm at 45 psi
       Size:         1" x 1 1/4" x 6-3/16"
       Motor:        3 HP, 415V, 3Ph, 50Hz motor
       Accessories:  (2) 1 1/2" suction valve, PVC const.
                     (2) 1" discharge valve, PVC const.
                     (2) Discharge pressure gauge 0-100 psi, 1/4" lower mounting
                     (2) Discharge check valves

Item 5  Duty-Standby Multimedia Filters

       Quantity :         Two (2)
       Manufacturer:      Aquamatch, Inc.
       Model:             31F1855MM
       Vessels size:      18" x 65"
       Media:             5.5 ft3 of anthracite and silica sand
       Power Supply:      220V, 1Ph, 50Hz
       Pipe size:         2"
       Dimensions:        18" x 18" x 75" (LxWxH)
       Weight:            577 Lbs.
       Accessories:       (1) time controller valve
                          (1) filter lateral


Item 6  Duty-Standby Activated Carbon
       Media Filters Quantity : Two (2)
       Manufacturer:      Aquamatch, Inc.
       Model:             31F24100AC
       Vessels size:      24" x 72"
       Media:             10 ft3 of activated carbon media
                          12 x 40 mesh
       PowerSupply:       220V, 1Ph, 50Hz
       Pipe size:         2"
       Dimensions:        24" x 24" x 81" (LxWxH)
       Weight:            480 Lbs.
       Accessories:       (1) time controller valve
                          (1) filter lateral

Item  7  Duty-Standby by Softener Units
       Quantity :         Two (2)
       Manufacturer:      Aquamatch, Inc.
       Model:             28F18150
       Exchange cap.:     150,000 grains at 15 Lbs./ Ft3
       Vessels Sizes:
        Softener tank:    18" x 65"
        Brine  tank:      24" dia. X 48" high, polyethylene const.
       Resin volume:      5 ft3
       Salt storage:      525 Lbs.
       Power supply:      220V, 1Ph, 50Hz
       Pipe size:         1 1/2"
       Accessories:       (2) Softener control valve
                          (2) Softener laterals
                          (2) Brine valve assembly

Item  8 Ultraviolet Sterilizer Lights
       Quantity :          One (1)
       Manufacturer:       Aquamatch, Inc.
       Model:              UVS-24A
       Flow rate:          24-30 gpm
       Inlet/outlet size:  1" MNPT
       Lamps:              170 watts
       Chamber material    316SS
       Control panel:      Aluminum
       Dimensions:         37" high x 7" dia. X 9.5"
       Power supply:       220V, 1Ph, 50Hz
       Shipping weight:    23 lbs. each.

Item  9 Skid  Mounted  Reverse  Osmosis Unit with second-pass  RO, 30,000  GPD
        second-pass product capacity, Aquamatch  model TFZ-33-AG, piped, wired
        and tubed. Factory assembled on the skid, consisting of the following
        components:

       Technical Parameters:
       ----------------------
       Quantity:               One (1)
       Model:                  TFZ-33-AK with second pass RO design
       Apprx. size:            240" x 52" x 55"
       Shipping wt.            1,800 Lbs.
       Product water output:   37,296 gpd and 30,000 gpd
       Feedwater type:         Less  than  1,500 ppm 1st pass
                               and  30  ppm 2nd pass
       Recovery:               Up to 75% recovery 1st pass and 85% 2nd pass
       Motor Electrical:       415Volts, 3Ph, 50Hz
       Membrane mftr.:         Osmonics Desal or equal
       Min. inlet pressure:    30 psi
       Max. inlet pressure:    70 psi
       Max. temp.:             40 degrees C
       Max. conc. PH           8.0
       Feedwater flow rate:    34.5 gpm 1st pass/25.9 gpm 2nd pass
       Reject flow rate:       8.6 gpm 1st pass/ 3.9 gpm 2nd pass
       Product flow rate:      25.9 gpm 1st pass/ 22 gpm 2nd pass Connections
       Inlet:                  1 1/2"
       Concentrate:            1/2"
       Product:                1"

Technical Specification of Each Component
-----------------------------------------

Prefilter:    Two   (2)  duty-standby  5  micron sediment polypropylene
----------    construction  (multiple  cartridges), shell constructed in 304
Stainless Steel, top loading housing.

Frame:   This  system is fully skid mounted on heavy duty carbon steel frame,
------   completely sand blasted,  primed,  and enameled  fuse coated for
maximum corrosion resistance  and durability.

High  Pressure Pump:  High pressure multistage centrifugal pump Two (2) in
-------------------- series, internal Stainless Steel moving parts. Manufactured
by Grundfos Pumps. Heavy duty  and corrosion resistant.

Reverse Osmosis Pressure Vessel: Heavy duty Reverse Osmosis pressure vessel
-------------------------------- housings are constructed in fiberglass. End
cap retainers  are constructed of Stainless Steel.  The exterior of the pressure
vessel is enameled coated white and wrapping with stainless steel materials.
Easy membrane removal, inspection, and installation.

TOTAL QUANTITY: 9

Reverse Osmosis Membrane Elements:  The Reverse Osmosis membranes used in this
---------------------------------- application will be manufactured by Osmonics
Desal.  Membranes shall be thin film composite (TFC)  spiral wound type and
shall be 4" x 40"  long and approved by FDA.

TOTAL QUANTITY: 45

Sample  Permeate Ports: Sample ports will be installed  in each Reverse Osmosis
----------------------- pressure vessel to allow evaluation of the product water
quality.

Main Electrical Enclosure:  Totally enclosed NEMA 4, corrosion resistant control
-------------------------   box.

Flow  Meters:  Panel  mounted  product  water  flow meter. Rotary meter type.
-------------

Flow  Meters: Panel mounted reject water flow meter. Rotary meter type.
-------------

Pressure  Gauges:  Stainless Steel liquid filled pressure gauges mounted on
-----------------  main control panel for maximum visibility.  A total of 8
pressure gauges will be provided:

- Inlet low pressure
- Delta low pressure between the two prefilter
- Post low pressure gauge
- Inlet high pressure to RO membranes
- Post high pressure after RO membrane
- High  Pressure Regulator Valve: Heavy duty Stainless Steel pressure regulator,
------------------------------- constructed in 316 Stainless Steel. This
regulator will allow the operator to adjust the back pressure in the Reverse
Osmosis membranes.


Product Water Conductivity Monitor: Analogue readout of the total dissolved
----------------------------------- solids for the final product water quality
of the Reverse Osmosis system. The sensor used is a compensated  probe. A set
point can be set so that the Reverse Osmosis plant will shutdown at any desired
quality readout. The Reverse Osmosis unit has a 5 minute time delay before
shutdown. The monitor is completely panel mounted in the front of the electrical
control box.

Inlet  Automatic Shut off Valve: This valve will close the inlet feedwater flow
-------------------------------- rate to the  Reverse Osmosis when shutdown.

Programmable  Logic  Control (PLC): The equipment features state of the art PLC
----------------------------------  system to accurately monitor and control
all the different functions of the Reverse Osmosis plant.

Magnetic  Starter: All of the motor in the Reverse Osmosis plant are equipped
------------------ with magnetic motor starters.

Breakers and Relays: All of the breakers and relays in the Reverse Osmosis
-------------------- plant feature state of the art Allen Bradley.

Visual Indicator Lights: The following indicator lights are featured standard on
------------------------ our equipment:

 -  Tank filling (yellow)
 -  Tank full (green)
 -  Low water pressure (yellow)
 -  High water pressure (yellow)
 -  High pressure pump overload (yellow)
 -  Alarm on (red)
 -  System in manual operation (green)
 -  System in automation mode (green)
 -  High pressure pump on (green)
 -  Main control switch (MANUAL-OFF-AUTOMATIC)
 -  Emergency shutdown switch

Main Disconnect Switch:  This feature will allow the disconnection  of the
----------------------  electricity to the complete Reverse Osmosis plant.

Product Water Float Switch: This feature will allow the Reverse Osmosis to  stop
-------------------------- and start automatically in conjunction with the
product water storage tanks.

Low Pressure Piping and Valves: All low pressure piping and valves will be
------------------------------ supplied in rigid PVC schedule 80 and flexible
reinforced plastic polyethylene tubing.

High Pressure Piping and Valves: All high pressure piping and valves will be
------------------------------- supplied in Stainless Steel.

Item 10  RO Membrane Cleaning System
         ----------------------------

    Technical Parameters: This feature will allow the operator to conduct a
    --------------------  complete cleaning of the Reverse Osmosis membranes
   when the product quality drops of 15% and the output decreases of 15%.
   The following is a list of what the integrated cleaning system includes:

         Skid mounted
       - Pre-plumbed for easy operation
       - Electrical  control functions on main control electrical panel
       - 5-micron polypropylene cartridges.  Housing is constructed of 304
         Stainless Steel
       - Polyethylene cleaning tank
       - Stainless steel recirculating pump
       - Built-in filling valve to fill tank with pure water
       - Drain valve to be connected directly to drain system

Item 11 Ozonator Equipment: totally enclosed self contained ozone generator and
        ------------------ oxygen generator in a single epoxy coated aluminum
        structure.
        Model:          G-21
        Manufacturer:   Pacific Ozone or equal
        Capacity:       0.84 Lbs./day
        Dimensions:     45 cm height x 40 m. width x 22.5 cm depth
        Weight:         22 Kgs.
        Accessories:    (3) 1 1/2" isolation valves
                        (1) Ozone venturi type eductor
                        (1) Lot PVC piping

Item 12  Accessories of R.O. Water Storage Tank
         Quantity:     Four (4)
         Material:     High Density Polyethylene
         Accessories:  (4) 16" manway
                       (4) Outlet nozzle 2" dia.
                       (4) Inlet nozzle 2" dia.
                       (4) Ozonated water return 2" dia.
                       (4) Low and high level switches
                       (4) Set ozone diffusers


Item 13  Product Water Transfer Pumps:

       Quantity :    Two (2)
       Manufacturer: Ebara or equal
       Type:         Stainless steel, close coupled centrifugal pump
       Model No.:    CDU series
       Capacity:     30 gpm at 50 psi
       Size:         1" x 1 1/4" x 6-3/16"
       Motor:        3 HP, 415V, 3Ph, 50Hz motor
       Accessories:  (2) 1 1/2" suction valve, PVC const.
                     (2) 1" discharge valve, PVC const.
                     (2) Discharge pressure gauge 0-100 psi, 1/4" lower mounting
                     (2) Discharge check valves

Item 14  One Micron Cartridge Filter Housing

           Quantity:  Two (2)
           Material:  -316SS const. housing
              Model:  SST-20
     Rated capacity:  30gpm
         Cartridges:  Qty: 2 nos. 2 1/2"x 10" long
           Material:  -polypropylene construction cartridge
             Rating:  -1 microns
  Inlet/outlet size:  2"
          Dimension:  49" high x 10" dia.
    Shipping weight:  51" each

Item 15   Ultraviolet Sterilizer Light

          Quantity :          One (1)
          Manufacturer:       Aquamatch, Inc.
          Model:              UVS-24A
          Flow rate:          24-30 gpm
          Inlet/outlet size:  1" MNPT
          Lamps:              170 watts
          Chamber material:   316SS
          Control panel:      Aluminum
          Dimensions:         37" high x 7" dia. X 9.5"
          Power supply:       220V, 1Ph, 50Hz
          Shipping weight:    23 lbs. each.

Item 16  Oxygen Enrichment Process

         The equipment is to stimulate the atmospheric conditions of rain
         water.   Ozone and ozone lattices allow the oxidation potential
         to  be  multiplied tremendously.  The equipment is composed  of
         three  processes  including electron bond angle shifter, oxygen
         infusion  process  and the vortex cyclonic shifter.  AVIG  will
         continuously  work  on R & D to improve the preceding mentioned
         process.  Their functions and components are as follows:

         1.   Electron Bond Angle Shifter

              This device is an electro magnetic process which neutralizes
              the  water  in nano seconds, thereby allowing ozone and  ozone
              lattices  to  be multipled tremendously.  This in turn,  will
              subsequently  create tremendous infusion of oxygen molecules.
              It is located in the first cabinet.

         2.   Oxygen Infusion Process

              The   naturalized  highly  oxygen enriched  water is  sucked
              through  the  oxygen  infusion process.   This device  works
              through a vaccum system at varying precise pressure and  force
              throughout  the  process which located in the  first cabinet.
              This  process allows the oxygen molecules to be compacted  and
              ready  to  be  introduced to the next process  the  Vortex
              Cyclonic shifter

         3.   The Vortex Cyclonic Shifter
              Oxygenated water is puched through this device at 80  PSI  or
              more.   It  is through this device in the second cabinet  that
              intense  cyclonic actions are created to enable the systematic
              freeing  of  the oxygen molecules, and causing  them to  bond
              with  the  water molecules at precise moments, to achieve  the
              final stablized oxygen enrichment of the water.

       Equipment:

       The First Cabinet
        1 unit of Stainless Steel Cabinet 8' x 4' x 4' contains:

                         (1)  Polarizing Array 8" x 24 1/2"
                         (2)  Air Modules
                         (1)  50'1/4" Tubing
                         (1)  Pressure Regulator
                         (1)  Flow Meter
                         (1)  30' x 2" PVC Spiral Tubing

       1 unit of Stainless Steel Cabinet 8' x 4' x 4' contains:
                         (1)  Massic Injection (Kynar)
                         (2)  2" PVC Ball Vales
                         (2)  Air Flow Meter
                         (1)  Water Flow Meter

                               The Second Cabinet
       1 unit of Stainless Steel Control Platform 6' x 8' x 2' contains:
                         (1)  Long chain ozone machine consist of 4 glass tubes,
                              4 Electrodes, high voltage transformer (60,000
                              volts)
                         (6) push/pull mushroom buttons
                         (6) Contractors
                         (6) Transformers
                         (6) Relays;


          PET BOTTLING PLANT:
          The  line is capable of washing, filling, capping, labeling and coding
          bottles with a total water volume of 3600 liters/hour:

          0.5 L bottles at a rate of 7200 bottles per hour
          1.5 L bottles at a rate of 2880 bottles per hour

Item 17   Rinser:  Bottle Rinser- (0.5-2 liter bottles).  304 stainless steel
          -------- construction, 12 pressure rinse sprayers, fully adjustable to
          operate with the Fill Table.

Item 18   Filler:  Gravity  Filler Assembly Table- (0.5-2 liter bottles).
          -------  304  Stainless steel construction, with ozone and  UV
          resistant poly hoses, connections, microprocessor controlled 12 fill
          heads, 220 V.

Item 19   Automatic Capper:  Fully automatic capper,complete with vibratory
          ----------------- bowl, adjustable cap chute, three cubic foot hopper,
          fully adjustable, variable speed controllers, clutch (set of two),
          double gripper belts, stainless steel gripper  belt assembly, NEMA  4
          controls and switches, stainless steel frame, and wooden shipping
          crates 220 V.

Item 20  Automatic  Labeler:  Labeler-  Automatic labeling system.  Includes
         -------------------  stand spooler and conveyor adjustable connections.
         Labels round bottles up to 2 liter. Quick change over from on size to
         another, adjustable head, photoelectric products sensor for accurate
         label placement, easy access control panel 220V.

Item 21  Packaging System:
         -----------------

         Quantity :          One (1)
         Type:               Adjustable case sealer
         Box                 Style regular slotted container
         Bursting test:      125 to 275 lbs. per square inch, single or double
         Tape:               1.5"  to 2" tape leg length and upper mast stops
                             relocated
         Machine:
          Power:                220V, 1ph, 50Hz
          Weight:               321 lbs. (created)
         Operating rate:        Upto 30 cases per minute
         Box drive-belt speed:  75 ft per minute
         Operating condition:   Dry clean environment

Item 22  System Air Compressor:  Air Compressor, 5 HP Ingersoll Rand  2340-L5
         ---------------------  (220 volt, 1 ph, 50 HZ), 60 gallon tank, 15.2
         CFM, 100 PSI.  Air pressure regulator regulator/moisture filter Air
         hose, heavy-duty industrial hose w/ QC fitting 25'.

Item 23 Ozonation System to Ozonate "Rinse" Water: Frame Mount, Ozone generator,
        -----------------------------------------  oxygen generator, interlock
        box, 220V/50 Hz with stainless steel repressurization pump skid complete
        with contractor, motor protector, low tank safety control circuit, SS
        pump, 220 VAC, 1 ph, 50 Hz.


                     SYSTEM ACCESSORIES OF PET LINE SYSTEM:
                     --------------------------------------

       Coding System-Hot Stamp: Automatic jet ink coder system onto the bottle
       ------------------------ for up to 120 labels/minute, codes vertically
       or horizontally, 37-1/8" high characters for date code, mounts on
       Automatic Labeler 220V.  Codes and dates are placed on bottle itself.

       Accumulator  Turntable:  60" Dia Turntable to collect the capped  and
       ----------------------- labeled  bottles.  Adjustable Height. 304
       stainless steel construction powered with a variable  speed drive.

       High Efficiency Clean Room Air Cleaner: (Clean Room to be built by
       --------------------------------------- customer) Non electronic
      extended surface mechanical-type unit.  Utilizes a unique filter media
      where the level of airborne particles must be kept low, emits no ozone,
      3 speed blower will handle up to 15,000 ft3 of space, 8 foot cord, 6.5
      amps, 120 volts, 50 Hz., 1 phase.

       Unscramble Turntable: 60" Dia Turntable with special half moon plate to
       --------------------- arrange the empty bottles and feed them to the
       conveyor.   Adjustable Height.  304 Stainless  steel construction powered
       with a variable speed drive.

       Converyor (s): A total of 85 feet Straight Conveyor length and  two 90
       -------------- degree Turn Conveyors, to transfer the bottles across the
       entire bottling process, starting with unscramble turntable and ending
       with the accumulator turntable.  Conveyors are driven by built-in
       electric motors and pass inside/ under all the bottling equipment.  The
       body of the conveyors will be constructed of 304 stainless steel. The
       conveyor  belt itself will be constructed of CETAL  plastic material.
       Unlike steel, the rotating CETAL conveyor plates will not produce any
       noise.  They are also more resistant to bending and twisting and much
       less expensive.

Item 24 Motor Starter Main Control Panel:  In NEMA 12 Enclosure, motor starter
        --------------------------------- panel shall consist of magnetic motor
        starters, relays and accessories required to run each motor.

Item 25 Main Instrumentation & Control Panel:  with panel view manmachine-
        ------------------------------------  interface and Programmable Logic
        Controller (PLC).

Item 26 Laboratory Equipment: to include the following:
        ---------------------
        -Dissolved oxygen meter, model 870
        -PH/conductivity meter
        -Auto-vac release unit (bacteria detect)
        -Isotemp incubator
        -Yeast mold test kit, Chloroform P/A test kit, Test tubes


EXHIBIT xiv
------------

                         SHARE SUBSCRIPTION AGREEMENT


THIS SHARE PURCHASE AGREEMENT is dated and is effective the 12th day of
May, 1999.

BETWEEN: AVANI INTERNATIONAL GROUP INC., a Neveda corporation
         with its business address at Suite 328 - 17 Fawcett Road, Coquitlam,
                                      British Columbia, Canada V3K 6V2

(hereinafter called the "Company")

AND :    YIP, KAM CHONG , whose address is No. 26G Jalan Pasar Baru 1,
         Off Jalan Meru, 41050 Klang Selangor Darul Ehsan, Malaysia.

(hereinafter called "PURCHASER")

WHEREAS the Company is desirous of issuing 3,750,000 Common Shares from the
capital stock of the Company, with the attachment of a Warrant for each Share.
AND WHEREAS PURCHASER has agreed to purchase and the Company has agreed to sell
the Company's shares (the Shares) on the terms and conditions herein set forth:

NOW THEREFORE IT IS AGREED:

1.   The Company hereby sells and PURCHASER on behalf of his nominees, hereby
     buys 3,750,000 of the Shares at a price of US$0.20 per share, for a total
     sum of US$750,000.

2.   -     Upon  receipt  of the total purchase price,  the Company will obtain
     the necessary approval and advise its Transfer Agent to issue the said
     Shares to PURCHASER and/or his  nominees.  Total proceeds will be refunded
     if the approvals are not forthcoming within two weeks of receipt of funds.

     - PURCHASER  will remit and deposit the US$750,000 into the designated bank
     account of the Company, on  or before August 12, 1999.

3.   The parties hereto agree that any and all taxes which may hereafter be
     payable on money realized by PURCHASER and/or his nominees, on the sale of
     any of the Shares, which is in excess of the amount paid by PURCHASER to
     the Company pursuant to this Agreement, will be the sole responsibility
     of PURCHASER and/or his nominees, and the Company or its representatives
     will not be liable for any such taxes.

4.   All payments by PURCHASER are irrevocable and are not subject to
     termination by PURCHASER and/or his nominees.

5.   PURCHASER  and/or his nominees understand that he/they is/are purchasing
     the Shares without being furnished any offering literature or prospectus.

6.   PURCHASER and/or his nominees agree to indemnify and hold harmless the
     Company and its directors and officers from any and against any and all
     loss, damage or liability due to or arising out of any breach of any
     representation or warranty of the undersigned contained in this Share
     Subscription Agreement.

7.   PURCHASER  and/or his nominees agree that he/they will not cancel,
     terminate, or  revoke this Share Subscription Agreement, and that this
     Share Subscription Agreement shall survive the death or disability of the
     undersigned.

8.   A Warrant will be attached to each Share purchased; details and conditions
     of the issuance of such Warrants are contained in the Warrant Agreement
     dated May 12, 1999.

9.   As a condition of the purchase of such Shares from the Company, PURCHASER,
     has the right to appoint a representative to the board of directors of the
     Company.

10.  This Agreement constitutes the entire agreement between the parties hereto
     relating to the subject matter hereof and supersedes all prior and
     contemporaneous  agreements, understanding, negotiations and discussions,
     whether oral or written, of the parties and their representatives, and
     there are no general or specific warranties, representations, or other
     agreements by or among the parties in connection with the entering into of
     this Agreement or the subject matter hereof except as specifically set
     forth herein.

11.  This Agreement has been translated in its entirely  to PURCHASER, and
     PURCHASER by signing this Agreement, acknowledges that this to be so.


IN WITNESS WHEREOF this Agreement has been executed as of the day, month and
year first above written.

Signed, Sealed and Delivered
By PURCHASER in the presence of:

_____________________________          _____________________________
Witness                                   YIP, KAM CHONG
_____________________________
Address

Signed, Sealed and Delivered
By AVANI INTERNATIONAL GROUP INC.         AVANI INTERNATIONAL GROUP INC.
in the presence of:

_____________________________         _____________________________
Witness                                   Authorized Signatory
_____________________________
Address





EXHIBIT xv
-----------

                             WARRANT AGREEMENT
THIS WARRANT AGREEMENT is dated and is effective the 12th day of May, 1999.

BETWEEN : AVANI INTERNATIONAL GROUP INC., a Neveda corporation with its business
          address at Suite 328 - 17 Fawcett Road, Coquitlam,
                                       British Columbia,  Canada V3K 6V2

(hereinafter called the "Company")


AND :     YIP, KAM CHONG, whose address is No. 26G Jalan Pasar Baru 1,
          Off Jalan Meru, 41050 Klang Selangor Darul Ehsan, Malaysia.

(hereinafter called "PURCHASER")


WHEREAS PURCHASER and/or his nominees, will purchase 3,750,000 common shares of
the Company, on or before  August 12, 1999.

AND WHEREAS the Company is desirous of issuing 3,750,000 Warrants to Purchaser
and/or her nominees, to be attached to such common shares, on the terms and
conditions herein  set forth:

NOW THEREFORE IT IS AGREED:

11.  The Company grants to Purchaser and/or his nominees, the irrevocable right
     to purchase from time to time up a total of 3,750,000 Warrants; such
     Warrants to be converted to 3,750,000 fully paid and non assessable common
     shares of the Company.

12.  The warrants shall be exercisable by Purchaser in whole or in part at any
     time on or before three years from the date hereof at an exercise price of
     $0.20 on or before August 12, 2000, $0.25 on or before August 12, 2001, and
     $0.30 on or before August 12, 2002.

13.  Purchaser shall, no later than the close of business on the third business
     day before the expiry date of August 12, 2002, give written notice to the
     Company of his intention to exercise the Warrants in whole or in part, such
     notice to be accompanied by payment.  When such payment is received, the
     Company covenants and agrees to issue and deliver to Purchaser and/or his
     nominees, share certificates registered in the name of Purchaser and/or his
     nominees.  This Warrant Agreement is assignable in part or in whole.

14.  This Agreement shall enure to the benefit of and be binding upon the
     parties hereto and upon the successors or assigns of the Company and the
     executors, administrators, and legal representatives of Purchaser.

15.  This Agreement shall be governed, construed  and enforced according to the
     laws of the State of Nevada.

IN WITNESS WHEREOF this Agreement has been executed as of the day, month and
year first above written.

Signed, Sealed and Delivered By PURCHASER in the presence of:

_____________________________            _____________________________
Witness                                  YIP, KAM CHONG
_____________________________
Address

Signed, Sealed and Delivered
By AVANI INTERNATIONAL GROUP INC.        AVANI INTERNATIONAL GROUP INC.
in the presence of:

_____________________________            _____________________________
Witness                                  Authorized Signatory

_____________________________
Address


EXHIBIT xvi
------------

                               WARRANT AGREEMENT

THIS WARRANT AGREEMENT is dated and is effective the 12th day of May, 1999.

BETWEEN : AVANI INTERNATIONAL GROUP INC., a Nevada corporation with its
          business address at Suite 328 - 17 Fawcett Road,
          Coquitlam, British  Columbia, Canada V3K 6V2

(hereinafter called the "Company")


AND :     NGAI SOU CHANG, whose address is 12/28 Claude Street,
          Chatswood, New South Wales 2067, Australia.

(hereinafter called "PURCHASER")

WHEREAS PURCHASER and/or her nominees, will purchase 3,500,000 common shares
of the Company, on or before June 20, 1999.

AND

WHEREAS the Company is desirous of issuing 3,500,000 Warrants to Purchaser
and/or her nominees, to be attached to such common shares, on the terms and
conditions herein  set forth:

NOW THEREFORE IT IS AGREED:

1.   The Company grants to Purchaser and/or her nominees, the irrevocable right
     to purchase from time to time up a total of 3,500,000 Warrants; such
     Warrants to be converted to 3,500,000 fully paid and non assessable common
     shares of the Company.

2.   The warrants shall be exercisable by Purchaser in whole or in part at any
     time on or before three years from the date hereof at an exercise price of
     $0.20 on or before July 1, 2000, $0.25 on or before July 1, 2001, and $0.30
     on or before July 1, 2002.

3.   Purchaser shall, no later than the close of business on the third business
     day before the expiry date of July 1, 2002, give written notice to the
     Company of her intention to exercise the Warrants in whole or in part, such
     notice to be accompanied by payment.  When such payment is received, the
     Company  covenants and agrees to issue and  deliver to Purchaser and/or her
     nominees, share certificates registered in the name of Purchaser and/or her
     nominees.  This Warrant Agreement is assignable in part or in whole.

4.   This  Agreement shall enure to the benefit  of  and be binding upon the
     parties hereto and upon the successors or assigns of the Company and the
     executors, administrators, and legal representatives of Purchaser.

5.   This Agreement shall be governed, construed and enforced according to the
     laws of the State of Nevada.

IN  WITNESS WHEREOF this Agreement has been executed as of the day, month and
year first above written.

Signed, Sealed and Delivered
By PURCHASER in the presence of:

_____________________________         _____________________________
Witness                                NGAI SOU CHANG
_____________________________
Address

Signed, Sealed and Delivered
By AVANI INTERNATIONAL GROUP INC.      AVANI INTERNATIONAL GROUP INC.
in the presence of:

_____________________________          _____________________________
Witness                                Authorized Signatory

_____________________________
Address



Exhibit   xvii
----------------

                           WARRANT AGREEMENT

THIS WARRANT AGREEMENT is dated and is effective the 12th day of May, 1999.

BETWEEN: AVANI INTERNATIONAL GROUP INC., a Nevada  corporation with its business
         address at  Suite 328 - 17 Fawcett Road, Coquitlam, British Columbia,
                     Canada V3K 6V2
         (hereinafter called the "Company")

AND: NGAI SOU CHANG, whose address is 12/28 Claude Street, Chatswood,
      New South Wales 2067, Australia.
      (hereinafter called "PURCHASER")

WHEREAS PURCHASER and/or her nominees, will purchase
3,500,000 common shares of the Company, on or before June 20, 1999.

AND  WHEREAS  the  Company is desirous of issuing 3,500,000 Warrants to
Purchaser and/or her nominees, to be attached to such common shares, on the
terms and conditions herein  set forth:

NOW THEREFORE IT IS AGREED:

1.   The Company grants to Purchaser and/or her nominees, the irrevocable
     right to purchase from time to time up a total of 3,500,000 Warrants; such
     Warrants to be converted to 3,500,000 fully paid and non assessable common
     shares of the Company.

2.   The warrants shall be exercisable by Purchaser in whole or in part at
     any time on or before three years from the date hereof at an exercise price
     of $0.20 on or before July 1, 2000, $0.25 on or before July 1, 2001, and
     $0.30 on or before July 1, 2002.

3.   Purchaser shall, no later than the close of business on the third business
     day before the expiry date of July 1, 2002, give written notice to the
     Company of her intention to exercise the Warrants in whole or in part, such
     notice to be accompanied by payment. When such payment is received, the
     Company covenants and agrees to issue and  deliver  to Purchaser and/or her
     nominees, share certificates registered in the name of Purchaser and/or her
     nominees.  This Warrant Agreement is assignable in part or in whole.

4.   This  Agreement shall enure to the benefit of and be binding upon the
     parties hereto and upon the successors or assigns of the Company and the
     executors, administrators, and legal representatives of Purchaser.

5.   This Agreement shall be governed, construed and enforced according to the
     laws of the State of Nevada.

IN  WITNESS WHEREOF this Agreement has been executed as of the day, month and
year first above written.

Signed, Sealed and Delivered

By PURCHASER in the presence of:

_____________________________             _____________________________
Witness                                      NGAI SOU CHANG
_____________________________
Address

Signed, Sealed and Delivered
By AVANI INTERNATIONAL GROUP INC.        AVANI INTERNATIONAL GROUP INC.
 in the presence of:
_____________________________          _____________________________
Witness                                Authorized Signatory
_____________________________
Address



Exhibit xviii
-------------


                        FINDER'S FEE AGREEMENT


This Finder's Fee Agreement is entered into this 12th day of June, 1999.


BETWEEN:   AVANI INTERNATIONAL GROUP, INC. with its business address at
           Suite 328 - 17 Fawcett Road, Coquitlam, B.C. Canada V3K 6V2
           (the "Company")

                                           OF THE FIRST PART

AND:       CHIN  YEN ONG, with his address at 106 Taman  Sri Selayang, 68100
           Batu Caves, Selangor, Malaysia.
           (the "Finder")

                                          OF THE SECOND PART

WHEREAS:

A.   Company has entered into a Share Subscription Agreement dated May 12, 1999,
with NGAI SOU CHANG of Malaysia for the purchase of 3,500,000 private placement
shares (one year hold) of Company, at a price of US$0.2 per share.

B.   Finder was instrumental in arranging the private placement and as
consideration therefore, Company desires to pay Finder a finder's fee as
hereinafter set forth;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises
and mutual covenants and agreements herein contained the parties hereto agree as
follows:

1.   Finder shall be paid a finder's fee equal to 10% of the capital received by
Company, payable in common shares of Company with a one year hold period, valued
at US$0.20 per share.

     For purposes of this agreement, 350,000 common shares will be issued to
Finder.  In addition, for each common share received by Finder as a finder's
fee, Finder will be entitled to receive a share purchase warrant for a like
amount of shares (i.e., 350,000 share warrants).

     The  terms of this warrant will be three years from the date of funding
received.

     The  exercise  per share will be $0.20  for the first year, $0.25  for
the second year, and  $0.30  for  the third year.

2.   Payment  of finder's fee and the warrant will be made not later than
thirty (30) days from Company's receipt of  the funds.

3.   Finder covenants and agrees that at all times from  and after the date
     of this Agreement, he/she will not reveal or otherwise disclose, at
     anytime,to any competitor of Company or any other person, firm,
     corporation, association or other entity, any of the confidential
     information or data regarding  Company which Finder may have acquired in
     connection with the services rendered herein. In addition, Finder covenants
     and agrees that, he/she will not use any confidential information and
     material for his/her  own benefit.

4.   Any notice to be given under this Agreement shall be in writing and
     shall be delivered personally or mailed by registered mail and addressed
     to the parties  at  their addresses as given on the first page of this
     Agreement or at such other address as may from time to time be notified
     in writing by any of the parties.  Any such notice shall be deemed to
     have been given of delivered by hand on the day delivered, and if mailed,
     ten (10) business days following the day of posting.

5.   This  Agreement  may not be assigned  by either party hereto except with
     the prior written consent of the other party hereto.

6.   This Agreement will be construed under and governed  by the laws of the
     State of Nevada.

7.   This Agreement represents the entire agreement between the parties and
     supersedes any and all prior agreements and understandings, whether written
     or oral,  between  the parties.

8.   This Agreement shall be binding upon and shall enure to the benefit of
     the parties hereto and their respective heirs, executors, administrators,
     successors and permitted assigns.


IN WITNESS WHEREOF the parties hereto have  duly executed this Agreement as of
the day and year first above written.

Signed, Sealed and Delivered
by  Company  in  the presence of:          AVANI INTERNATIONAL GROUP, INC.

_________________________                ___________________________________
Witness                                   Authorized Signatory
_________________________
Address
_________________________
Address



Signed, Sealed and Delivered by Finder in the presence of:

_________________________               ___________________________________
Witness                                  Finder: CHIN YEN ONG
_________________________
Address

_________________________
Address



EXHIBIT xix
------------


                                  WARRANT AGREEMENT

THIS WARRANT AGREEMENT is dated and is effective the 12th day of June,  1999.
BETWEEN : AVANI INTERNATIONAL GROUP INC., a Nevada corporation
          with its business address at Suite 328 - 17 Fawcett Road, Coquitlam,
          British Columbia,  Canada V3K 6V2

(hereinafter called the "Company")


AND :     CHIN YEN ONG, whose address is 106 Taman Sri Selayang, 68100 Batu
          Caves, Selangor, Malaysia.

(hereinafter called "PURCHASER")


WHEREAS  PURCHASER and/or his nominees, will receive 350,000 common shares of
the Company as Finder's Fee.

AND WHEREAS the Company is desirous of issuing 350,000 Warrants to Purchaser
and/or his nominees, to be attached to such  common shares, on the terms and
conditions herein  set forth:

NOW THEREFORE IT IS AGREED:

6. The Company grants to Purchaser and/or his nominees, the irrevocable right to
purchase from time to time up a total of 350,000 Warrants; such Warrants to be
converted to 350,000 fully paid and non assessable common shares of the Company.

7. The warrants shall be exercisable by Purchaser in whole or in part at any
time on or before three years from the date hereof at an exercise price of
$0.20 on or before June 12, 2000, $0.25 on or before June 12, 2001, and  $0.30
on or before June 12, 2002.

8. Purchaser shall, no later than the close of business on the third business
day before the expiry date of June 12, 2002, give written notice to the Company
of his intention to exercise the Warrants in whole or in part, such notice to
be accompanied by payment.  When such payment is received, the Company covenants
and agrees to issue and deliver to Purchaser and/or his nominees, share
certificates registered in the name of Purchaser and/or his nominees.  This
Warrant Agreement is assignable in part or in whole.

9.   This Agreement shall enure to the benefit of and be binding upon the
parties hereto and upon the successors or assigns of the Company and the
executors, administrators, and legal representatives of Purchaser.

10.  This Agreement shall be governed, construed and enforced according to the
laws of the State of Nevada.

IN  WITNESS WHEREOF this Agreement has been executed as of the day, month and
year first above written.

Signed, Sealed and Delivered
By PURCHASER in the presence of:

_____________________________           _____________________________
Witness                                  CHIN YEN ONG

_____________________________
Address

Signed, Sealed and Delivered
By AVANI INTERNATIONAL GROUP INC.       AVANI INTERNATIONAL GROUP INC.
in the presence of:

_____________________________         _____________________________
Witness                                 Authorized Signatory
_____________________________
Address


EXHIBIT xx
-----------

                          FINDER'S FEE AGREEMENT
This Finder's Fee Agreement is entered into this 3rd day of August, 1999.

BETWEEN:   AVANI INTERNATIONAL GROUP, INC.
           with its business address at      Suite 328 - 17 Fawcett Road,
           Coquitlam, B.C.   Canada V3K 6V2
          (the "Company")


                              OF THE FIRST PART
AND:       CHIN  YEN ONG, with his address at 106 Taman  Sri Selayang, 68100
           Batu Caves, Selangor, Malaysia.
           (the "Finder")

                              OF THE SECOND PART

WHEREAS:

A.   Company has entered into a Share Subscription Agreement dated May 12, 1999,
with YIP KAM CHONG of Malaysia for the purchase of 3,750,000 private
placement shares (one year hold) of Company, at a price of US$0.2 per share.

B.   Finder was instrumental in arranging the private placement and as
consideration therefore, Company desires to pay Finder a finder's fee as
hereinafter set forth;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
mutual covenants and agreements herein contained the parties hereto agree as
follows:

1.   Finder shall be paid a finder's fee equal to 10% of the capital received by
Company, payable in common shares of Company with a one year hold period,
valued at US$0.20 per share.

For purposes of this agreement, 375,000 common shares will be issued to Finder.
In addition, for each common share received by Finder as a finder's fee, Finder
will be  entitled to receive a share purchase warrant for  a like amount of
shares (i.e., 375,000 share warrants). The  terms of this warrant will be three
years from the date of funding received.

The exercise per share will be $0.20 for the first year, $0.25  for the
second year, and  $0.30  for  the third year.

2.   Payment of finder's fee and the warrant will be made not later than thirty
(30) days from Company's receipt of the funds.

3.   Finder covenants and agrees that at all times from and after the date of
this Agreement, he/she will not reveal or otherwise disclose, at anytime, to any
competitor of Company or any other person, firm, corporation, association or
other entity,  any  of the confidential information or  data regarding Company
which Finder may have acquired in connection with the services rendered herein.
In addition, Finder covenants and agrees that, he/she will not use any
confidential information and material for  his/her own benefit.

4.   Any notice to be given under this Agreement shall be in writing and shall
be delivered personally or mailed  by registered mail and addressed to the
parties at their addresses as given on the first page of this Agreement or at
such other address as may from time to  time be notified in writing by any of
the parties. Any such notice shall be  deemed to have been given of delivered by
hand on the day delivered, and if mailed, ten (10) business days following the
day of posting.

5.   This Agreement may not be assigned by either party hereto except with
the prior written consent of the other party hereto.

6.   This Agreement will be construed under and governed by the laws of the
State of Nevada.

7.   This  Agreement represents the entire agreement between the parties and
supersedes any and all prior agreements and understandings, whether written
or oral,  between  the parties.

8.   This Agreement shall be binding upon and shall enure to the benefit of the
parties hereto and their respective heirs, executors, administrators, successors
and permitted assigns.

IN  WITNESS  WHEREOF the parties hereto have  duly executed this Agreement as of
the day and year first above written.

Signed, Sealed and Delivered
by  Company  in  the presence of:          AVANI INTERNATIONAL GROUP, INC.

_________________________                  ___________________________________
Witness                                    Authorized Signatory
 _________________________
Address
_________________________
Address
Signed, Sealed and Delivered
by Finder in the presence of:
_________________________                 ___________________________________
Witness                                   Finder: CHIN YEN ONG
 _________________________
Address
_________________________
Address



Exhibit xxi
-----------

                              WARRANT AGREEMENT

THIS WARRANT AGREEMENT is dated and is effective the 12th day of August, 1999.

BETWEEN : AVANI INTERNATIONAL GROUP INC., a Nevada corporation with its business
                   address at Suite 328 - 17 Fawcett Road,
                              Coquitlam, British Columbia,  Canada V3K 6V2

(hereinafter called the "Company")

AND :     CHIN YEN ONG, whose address is 106 Taman Sri Selayang, 68100
      Batu Caves, Selangor, Malaysia.

(hereinafter called "PURCHASER")

 WHEREAS PURCHASER and/or his nominees, will receive 375,000 common shares
of the Company as Finder's Fee.

AND  WHEREAS the Company is desirous of issuing 375,000 Warrants to Purchaser
and/or his nominees, to be attached to such common shares, on the terms and
conditions herein  set forth:

NOW THEREFORE IT IS AGREED:

1.   The  Company grants to Purchaser and/or his nominees, the irrevocable right
to purchase from time to time up a total of 375,000 Warrants; such Warrants to
be converted to 375,000 fully paid and non assessable common shares of the
Company.

2.   The warrants shall be exercisable by Purchaser in whole or in part at any
time on or before three years from the date  hereof at an exercise price of
$0.20 on or before August 12, 2000, $0.25 on or before August 12, 2001, and
$0.30 on or before August 12, 2002.

3.   Purchaser shall, no later than the close of business on the third business
day before the expiry date of August 12, 2002, give written notice to the
Company of his intention to exercise the Warrants in whole or in part, such
notice to be accompanied by payment.  When such payment is received, the
Company covenants and agrees to issue and  deliver to Purchaser and/or his
nominees, share certificates registered in the name of Purchaser and/or his
nominees.  This Warrant Agreement is assignable in part or in whole.

4.   This Agreement shall enure to the benefit of and be binding upon the
parties hereto and upon the successors or assigns of the Company and the
executors, administrators, and legal representatives of Purchaser.

5.   This Agreement shall be governed, construed and enforced according
to the laws of the State of Nevada.

IN  WITNESS WHEREOF this Agreement has been executed as of the day, month and
year first above written.

Signed, Sealed and Delivered

By PURCHASER in the presence of:
_____________________________       _____________________________
Witness                             CHIN YEN ONG
_____________________________
Address

Signed, Sealed and Delivered
By AVANI INTERNATIONAL GROUP INC.  AVANI INTERNATIONAL GROUP INC.
 in the presence of:
_____________________________      _____________________________
Witness                            Authorized Signatory
_____________________________
Address





                                SCHEDULE 27.1
                          FINANCIAL DATA SCHEDULE


ART.5 FDS FOR 2nd QUARTER 10-Q


Multiplier  1,000


PERIOD TYPE                              6 MONTHS
FISCAL YEAR END                          DEC-31-1999
PERIOD END                               JUN-30-1999
CASH                                     843
SECURITIES                               0
RECEIVABLES                              109
ALLOWANCES                               0
INVENTORY                                86
CURRENT-ASSETS                           1,078
PP&E                                     2,056
DEPRECIATION                             399
TOTAL ASSETS                             2,765
CURRENT-LIABILITIES                      327
BONDS                                    0
COMMON                                   15
PREFERRED-MANDATORY                      0
PREFERRED                                0
OTHER-SE                                 1,937
TOTAL-LIABILITIES-AND-EQUITY             2,765
SALES                                    296
TOTAL-REVENUES                           296
CGS                                      197
TOTAL-COST                               538
OTHER-EXPENSES                           (1)
LOSS-PROVISON                            0
INTEREST-EXPENSE                         19
INCOME-PRETAX                            (260)
INCOME-TAX                               0
INCOME-CONTINUING                        (260)
DISCONTINUED                             0
EXTRAORDINARY                            0
CHANGES                                  0
NET-INCOME                               (260)
EPS-PRIMARY                              (.02)
EPS-DILUTED                              (.02)