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

FORM 10-QSB

(Mark One)

x Quarterly report
  pursuant section 13 or 15(d) of the Securities Exchange Act of 1934 
  For the quarterly period ended June 30, 2003

 ̈ Transition report
  pursuant section 13 or 15(d) of the Securities Exchange Act of 1934 
  For the transition period from ________ to ________

Commission file number 000-28235

NORTHPORT INVESTMENTS INC.
  (Exact name of small business issuer in its charter)

|Nevada                          | 98-0204677         
|------------------------------- | -------------------
|(State or other jurisdiction of | (IRS Employer      
|Incorporation or organization)  | Identification No.)

Suite #400  600 West Broadway, Vancouver, B.C.,
  Canada V5Z4C2
  (Address of principal executive offices)

(604) 675-6930
  (Issuer's telephone number)

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

Number of shares outstanding of the issuer's classes of common
  equity, as of June 30, 2003:

500,000 Shares of Common Stock (One Class)

Transitional Small Business Disclosure Format: Yes  ̈
  No x

This document consists of 12 pages, excluding exhibits.

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NORTHPORT INVESTMENTS INC.

INDEX

|Part I-Financial Information             | 1
|---------------------------------------- | -
|                                         |  
|Item 1. Financial Statements             | 1
|Item 2. Plan of Operation                | 2
|                                         |  
|Part II-Other Information                | 6
|                                         |  
|Item 1. Legal Proceedings                | 6
|Item 6. Exhibits and Reports on Form 8-K | 6
|Signatures                               | 7

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

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NORTHPORT INVESTMENTS, INC.

Condensed Balance Sheet
  (Unaudited)

June 30, 2003

|ASSETS                                      |   |         |  
|------------------------------------------- | - | ------- | -
|Cash                                        | $ | 4,768   |  
|                                            |   |         |  
|TOTAL ASSETS                                | $ | 4,768   |  
|                                            |   |         |  
|LIABILITIES AND SHAREHOLDER'S DEFICIT       |   |         |  
|Liabilities:                                |   |         |  
|Indebtedness to related party               | $ | 59,000  |  
|Accrued liabilities                         |   | 400     |  
|                                            |   |         |  
|Total liabilities                           |   | 59,400  |  
|                                            |   |         |  
|Shareholder's deficit:                      |   |         |  
|Common stock                                |   | 50      |  
|Additional paid-in capital                  |   | 19,474  |  
|Cumulative translation adjustment           |   | (418    | )
|Retained deficit                            |   | (73,738 | )
|                                            |   |         |  
|Total shareholder's deficit                 |   | (54,632 | )
|                                            |   |         |  
|TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $ | 4,768   |  
|                                            |   |         |  

See accompanying notes to condensed financial statements

F-1

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NORTHPORT INVESTMENTS, INC.

Condensed Statements of Operations
  (Unaudited)

|                                          |   | Three Months Ended |   |   | Nine Months Ended |  
|----------------------------------------- | - | ------------------ | - | - | ----------------- | -
|                                          |   | June 30,           |   |   | June 30,          |  
|                                          |   |                    |   |   |                   |  
|                                          |   | 2003               |   |   | 2002              |  
|                                          |   |                    |   |   |                   |  
|Costs and expenses:                       |   |                    |   |   |                   |  
|Legal fees                                | $ | -                  |   | $ | -                 |  
|Accounting fees                           |   | 400                |   |   | 1,050             |  
|Travel                                    |   | -                  |   |   | 14,863            |  
|Filing fees                               |   | 485                |   |   | -                 |  
|Rent                                      |   | 664                |   |   | 2,538             |  
|Other general and administrative expenses |   | 1,449              |   |   | 600               |  
|                                          |   |                    |   |   |                   |  
|Loss from operations                      |   | (2,998             | ) |   | (19,051           | )
|                                          |   |                    |   |   |                   |  
|                                          |   |                    |   |   |                   |  
|Income tax benefit (expense) (Note C)     |   | -                  |   |   | -                 |  
|                                          |   |                    |   |   |                   |  
|                                          |   |                    |   |   |                   |  
|Net loss                                  | $ | (2,998             | ) | $ | (19,051           | )
|                                          |   |                    |   |   |                   |  
|                                          |   |                    |   |   |                   |  
|                                          |   |                    |   |   |                   |  
|                                          |   |                    |   |   |                   |  
|Basic and diluted loss per common share   | $ | (0.01              | ) | $ | (0.04             | )
|                                          |   |                    |   |   |                   |  
|Basic and diluted weighted average        |   |                    |   |   |                   |  
|common shares outstanding                 |   | 500,000            |   |   | 500,000           |  
|                                          |   |                    |   |   |                   |  

See accompanying notes to condensed financial statements

F-2

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NORTHPORT INVESTMENTS, INC.

Condensed Statements of Cash Flows
  (Unaudited)

|                                                  | Nine Months Ended |        
|------------------------------------------------- | ----------------- | -------
|                                                  | June 30,          |        
|                                                  |                   |        
|                                                  | 2003              |        
|                                                  |                   |        
|Net cash (used in) operating activities           | $                 | (11,428
|                                                  |                   |        
|                                                  |                   |        
|Cash flows from financing activities:             |                   |        
|Proceeds from director advance                    |                   | 4,000  
|                                                  |                   |        
|Net cash provided
      by financing activities   |                   | 4,000  
|                                                  |                   |        
|                                                  |                   |        
|Net change in cash                                |                   | (7,428 
|Cash, beginning of period                         |                   | 12,196 
|                                                  |                   |        
|                                                  |                   |        
|Cash, end of period                               | $                 | 4,768  
|                                                  |                   |        
|                                                  |                   |        
|Supplemental disclosure of cash flow information: |                   |        
|Cash paid during the period for:                  |                   |        
|Interest                                          | $                 | -      
|                                                  |                   |        
|Income taxes                                      | $                 | -      
|                                                  |                   |        

See accompanying notes to condensed financial statements

F-3

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NORTHPORT INVESTMENTS, INC.

Notes to Condensed Financial Statements
  (Unaudited)

NOTE A: BASIS OF PRESENTATION

The condensed financial statements presented herein have been
  prepared by the Company in accordance with the accounting policies in its audited
  financial statements for the year ended September 30, 2002 as filed in its Form
  10-KSB and should be read in conjunction with the notes thereto. The Company
  is a blank check company with the purpose to evaluate, structure
  and complete a merger with, or acquisition of, a privately owned corporation.

In the opinion of management, all adjustments (consisting
  only of normal recurring adjustments) which are necessary to provide a fair
  presentation of operating results for the interim period presented have been
  made. The results of operations for the periods presented are not necessarily
  indicative of the results to be expected for the year.

Interim financial data presented herein are unaudited.

NOTE B: RELATED PARTY TRANSACTION

During the quarter ended June 30, 2003, a director advanced
  the Company $4,000 for working capital. As of June 30, 2003, the Company owed
  the director $59,000 for working capital advances. The advances do not carry
  an interest rate and are due on demand. The advances are included in the accompanying
  condensed financial statements as indebtedness to related party.

NOTE C: INCOME TAXES

The Company records its income taxes in accordance with SFAS
  No. 109, Accounting for Income Taxes. The Company incurred net operating
  losses during the periods shown on the condensed financial statements resulting
  in a deferred tax asset, which was fully allowed for; therefore, the net benefit
  and expense result in $-0- income taxes.

NOTE D: SHARE EXCHANGE AGREEMENT

On May 6, 2002, the Company entered into a Share Exchange
  Agreement (the Agreement) with ATC Systems, Inc. (ATC)
  and the shareholders of ATC. Pursuant to the Agreement, the Company would acquire
  all of the outstanding shares of ATC in exchange for 16,140,000 shares of the
  Companys common stock, representing approximately 97 percent of the outstanding
  shares of the Company. Closing the Agreement would result in a change in control
  of the Company.

During December 2002, the parties to the Share Exchange Agreement
  agreed to terminate the Agreement.

F-4

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Item 2. Plan of Operation

We intend to seek to acquire assets or shares of an entity
  actively engaged in a business that generates revenues, in exchange for our
  securities. We have not identified a particular acquisition target and have
  not entered into any negotiations regarding an acquisition. We intend to contact
  investment bankers, corporate financial analysts, attorneys and other investment
  industry professionals through various media. None of our officers, directors,
  promoters or affiliates have engaged in any preliminary contact or discussions
  with any representative of any other company regarding the possibility of an
  acquisition or merger with us as of the date of this filing.

Depending upon the nature of the relevant business opportunity
  and the applicable state statutes governing how the transaction is structured,
  the Company's Board of Directors expects that it will provide our shareholders
  with complete disclosure documentation concerning a potential business opportunity
  and the structure of the proposed business combination prior to consummation.
  Disclosure is expected to be in the form of a proxy or information statement.

While any disclosure must include audited financial statements
  of the target entity, we cannot assure you that such audited financial statements
  will be available. As part of the negotiation process, the Board of Directors
  does intend to obtain certain assurances of value, including statements of assets
  and liabilities, material contracts, accounts receivable statements, or other
  indications of the target entity's condition prior to consummating a transaction,
  with further assurances that an audited statement would be provided as a component
  of a merger or acquisition agreement.

Due to our intent to remain a shell corporation until a merger
  or acquisition candidate is identified, it is anticipated that our cash requirements
  shall be minimal, and that all necessary capital, to the extent required, will
  be provided by the directors or officers. We do not anticipate that we will
  have to raise capital in the next twelve months. We also do not expect to acquire
  any plant or significant equipment.

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We have no full time employees. Our President and Secretary
  have agreed to allocate a portion of their time to our activities, without compensation.
  These officers anticipate that our business plan can be implemented by their
  devoting approximately five (5) hours each per month to our business affairs
  and, consequently, conflicts of interest may arise with respect to their limited
  time commitment. We do not expect any significant changes in the number of employees.

General Business Plan

Our purpose is to seek, investigate and, if investigation
  warrants, acquire an interest in business opportunities presented to us by persons
  or firms that desire to seek the perceived advantages of an Exchange Act registered
  corporation. We will not restrict our search to any specific business, industry,
  or geographical location and we may participate in a business venture of virtually
  any kind or nature. This discussion of the proposed business is purposefully
  general and is not meant to restrict our discretion to search for and enter
  into potential business opportunities. Management anticipates that it may be
  able to participate in only one potential business venture because we have nominal
  assets and limited financial resources. This lack of diversification should
  be considered a substantial risk to our shareholders because it will not permit
  us to offset potential losses from one venture against gains from another.

We may seek a business opportunity with entities that have
  recently commenced operations, or that wish to utilize the public marketplace
  in order to raise additional capital in order to expand into new products or
  markets, to develop a new product or service, or for other corporate purposes.
  We may acquire assets and establish wholly owned subsidiaries in various businesses
  or acquire existing businesses as subsidiaries.

We anticipate that the selection of a business opportunity
  will be complex and extremely risky. Due to general economic conditions, rapid
  technological advances being made in some industries and shortages of available
  capital, management believes that there are numerous firms seeking the perceived
  benefits of a publicly registered corporation. The perceived benefits may include
  facilitating or improving the terms for additional equity financing that may
  be sought, providing liquidity for incentive stock options or similar benefits
  to key employees, providing liquidity (subject to restrictions of applicable
  statutes) for all shareholders and other factors. Potentially, available business
  opportunities may occur in many different industries and at various stages of
  development, all of which will make the task of comparative investigation and
  analysis of these business opportunities extremely difficult and complex.

We have, and will continue to have, no capital and therefore
  will not be able to provide the owners of business opportunities with any significant
  cash or other assets. However, management believes we will be able to offer
  owners of acquisition candidates the opportunity to acquire a controlling ownership
  interest in a publicly registered company without incurring the cost and time
  required to conduct a public offering. The owners of the business opportunities
  will, however, incur significant legal and accounting costs in connection with
  acquisition of a business opportunity, including the costs of preparing Form
  8-K's, 10-KSBs, 10-QSBs, agreements and related reports and documents. The `34
  Act specifically requires that any merger or acquisition candidate comply with
  all applicable reporting requirements, which include providing audited financial
  statements to be included within the numerous filings relevant to complying
  with the `34 Act. Nevertheless, the officers and directors of the Company have
  not conducted market research and are not aware of statistical data that would
  support the perceived benefits of a merger or acquisition transaction for the
  owners of a business opportunity.

The analysis of new business opportunities will be undertaken
  by our officers and directors, none of whom is a professional business analyst.
  Management intends to concentrate on identifying preliminary prospective business
  opportunities that may be brought to our attention through present associations
  of our officers and directors, or by our shareholders. In analyzing prospective
  business opportunities, management will consider:

-3-

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- the available technical, financial and managerial resources;
- working capital and other financial requirements;
- history of operations, if any;
- prospects for the future;
- nature of present and expected competition;
- the quality and experience of management services that may be available
    and the depth of that management;
- the potential for further research, development, or exploration;
- specific risk factors not now foreseeable but which could be anticipated
    to impact our proposed activities;
- the potential for growth or expansion;
- the potential for profit;
- the perceived public recognition of acceptance of products, services, or
    trades;
- name identification and other relevant factors.

Our officers and directors expect to meet personally with
  management and key personnel of the business opportunity as part of their "due
  diligence" investigation. To the extent possible, the Company intends to utilize
  written reports and personal investigations to evaluate the above factors. We
  will not acquire or merge with any company that cannot provide audited financial
  statements within a reasonable period of time after closing of the proposed
  transaction.

Our management, while probably not especially experienced
  in matters relating to the prospective new business of the Company, shall rely
  upon their own efforts and, to a much lesser extent, the efforts of our shareholders,
  in accomplishing our business purposes. We do not anticipate that any outside
  consultants or advisors, except for our legal counsel and accountants, will
  be utilized by us to accomplish our business purposes. However, if we do retain
  an outside consultant or advisor, any cash fee will be paid by the prospective
  merger/acquisition candidate, as we have no cash assets. We currently have no
  contracts or agreements with any outside consultants and none are contemplated.

We will not restrict our search for any specific kind of firms,
  and may acquire a venture that is in its preliminary or development stage or
  is already operating. We cannot predict at this time the status of any business
  in which we may become engaged, because the business may need to seek additional
  capital, may desire to have its shares publicly traded, or may seek other perceived
  advantages that we may offer. Furthermore, we do not intend to seek capital
  to finance the operation of any acquired business opportunity until we have
  successfully consummated a merger or acquisition.

We anticipate that we will incur nominal expenses in the implementation
  of our business plan. Because we have no capital to pay anticipated expenses,
  present management will pay these charges with their personal funds, as interest
  free loans. If additional funding is necessary, management and or shareholders
  will continue to provide capital or arrange for additional outside funding.
  The only opportunity that management has to have these loans repaid will be
  from a prospective merger or acquisition candidate. Management has no agreements
  with the Company that would impede or prevent consummation of a proposed transaction.
  We cannot assure, however, that management will continue to provide capital
  indefinitely if a merger candidate cannot be found. If a merger candidate cannot
  be found in a reasonable period of time, management may be required to reconsider
  its business strategy, which could result in our dissolution.

-4-

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Acquisition of Opportunities

In implementing a structure for a particular business acquisition,
  we may become a party to a merger, consolidation, reorganization, joint venture,
  or licensing agreement with another corporation or entity. We may also acquire
  stock or assets of an existing business. On the consummation of a transaction,
  it is probable that our present management and shareholders will no longer be
  in control. In addition, our directors may, as part of the terms of the acquisition
  transaction, resign and be replaced by new directors without a vote of our shareholders.
  Furthermore, management may negotiate or consent to the purchase of all or a
  portion of our stock. Any terms of sale of the shares presently held by officers
  and/or directors will be also afforded to all other shareholders on similar
  terms and conditions. Any and all sales will only be made in compliance with
  the securities laws of the United States and any applicable state.

While the actual terms of a transaction that management may
  be a party to cannot be predicted, it may be expected that the parties to any
  business transaction will find it desirable to avoid the creation of a taxable
  event and thereby structure the acquisition in a so-called "tax-free" reorganization
  under Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In
  order to obtain tax-free treatment under the Code, it may be necessary for the
  owners of the acquired business to own 80% or more of the voting stock of the
  surviving entity. In that event, the shareholders of the Company would retain
  20% or less of the issued and outstanding shares of the surviving entity, which
  would result in significant dilution in the equity of the shareholders.

As part of the "due diligence" investigation, our officers
  and directors will meet personally with management and key personnel, may visit
  and inspect material facilities, obtain independent analysis or verification
  of certain information provided, check references of management and key personnel,
  and take other reasonable investigative measures to the extent of our limited
  financial resources and management expertise. How we will participate in an
  opportunity will depend on the nature of the opportunity, the respective needs
  and desires of the parties, the management of the target company and our relative
  negotiation strength.

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

We will participate in a business opportunity only after the
  negotiation and execution of appropriate written agreements. Although we cannot
  predict the terms of the agreements, generally the agreements will require some
  specific representations and warranties by all of the parties, will specify
  certain events of default, will detail the terms of closing and the conditions
  that must be satisfied by each of the parties prior to and after the closing,
  will outline the manner of bearing costs, including costs associated with our
  attorneys and accountants, will set forth remedies on default and will include
  miscellaneous other terms.

As stated previously, we will not acquire or merge with any
  entity that cannot provide independent audited financial statements concurrent
  with the closing of the proposed transaction. We are subject to the reporting
  requirements of the `34 Act. Included in these requirements is our affirmative
  duty to file independent audited financial statements as part of a Form 8-K
  to be filed with the Securities and Exchange Commission upon consummation of
  a merger or acquisition, as well as our audited financial statements included
  in our annual report on Form 10-KSB and quarterly reports on Form 10-QSB. If
  the audited financial statements are not available at closing, or if the audited
  financial statements provided do not conform to the representations made by
  the candidate to be acquired in the closing documents, the closing

-5-

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documents will provide that the proposed transaction will
  be voidable at the discretion of our present management. If the transaction
  is voided, the agreement will also contain a provision providing for the acquisition
  entity to reimburse us for all costs associated with the proposed transaction.

Competition

We will remain an insignificant participant among the firms
  that engage in the acquisition of business opportunities. There are many established
  venture capital and financial concerns that have significantly greater financial
  and personnel resources and technical expertise than we do. In view of our extremely
  limited financial resources and limited management availability, we will continue
  to be at a significant competitive disadvantage compared to our competitors.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

There is no litigation pending or threatened by or against us.

Item 6. Exhibits and Reports on Form 8-K

|a.) | The following is a list of exhibits filed as part of this quarterly filing
      on Form 10QSB or as prior exhibits.
|--- | --------------------------------------------------------------------------------------------------------------------

| | Exhibit No. | Description                                                                                                                                               
| | ----------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
| |             |                                                                                                                                                           
| | 3.1*        | Articles of Incorporation                                                                                                                                 
| |             |                                                                                                                                                           
| | 3.2*        | Amendment to Articles of Incorporation                                                                                                                    
| |             |                                                                                                                                                           
| | 3.3*        | Bylaws                                                                                                                                                    
| |             |                                                                                                                                                           
| | 4.1*        | Specimen Informational Statement                                                                                                                          
| |             |                                                                                                                                                           
| | 4.1.1*      | Form of Lock-up Agreement Executed by the Company's Shareholder                                                                                           
| |             |                                                                                                                                                           
| | 32.1        | Chief Executive Officer Certification Pursuant to 18 U.S.C.
      Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act
      of 2002
| |             |                                                                                                                                                           
| | 32.2        | Chief Financial Officer Certification Pursuant to 18 U.S.C.
      Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act
      of 2002

* Filed as an Exhibit to the Company's Registration Statement
  on Form 10-SB, dated November 22, 1999, and incorporated herein by this reference.

|b.) | Reports on Form 8-K
|--- | -------------------

none

-6-

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NORTHPORT INVESTMENTS INC.

SIGNATURES

In accordance with the requirements of the Exchange Act, the
  registrant caused this report to be signed on its behalf by the undersigned,
  thereunto duly authorized.

|                     |     | NORTHPORT INVESTMENTS INC.
|-------------------- | --- | --------------------------
|                     |     |                           
|Date: August 7, 2003 | By: | /s/ Yan Zhao              
|                     |     |                           
|                     |     | Yan Zhao, President       
|                     |     |                           
|                     |     | By: /s/ Richard Wang      
|                     |     |                           
|                     |     | Richard Wang, Secretary   

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