As filed with the Securities and Exchange Commission on September 18, 2003

                             Registration No.______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM F-1

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         APEX WEALTH ENTERPRISES LIMITED
                             ____________________
             (Exact name of registrant as specified in its charter)


                                                                                         

      The British Virgin Islands                        N/A                                   N/A
             ..............                         .............                     ..................
   (State or other jurisdiction of          (Primary Standard Industrial        (I.R.S. Employer Identification
    incorporation or organization)          Classification Code Number)                      No.)


                              Unit 1502, 15th Floor
                                World Wide House
                      19 Des Voeux Road Central, Hong Kong
                                 (852) 2736-2111
                     .......................................
                            .
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

                        NATIONAL REGISTERED AGENTS, INC.
                           875 Avenue of the Americas,
                       Suite 501 New York, New York 10001
                                 1-800-550-6724
                      ....................................
Name, address, including zip code, and telephone number, including area code,
of agent for service)

                                 WITH COPIES TO:

        Simon C. Luk, Esq.                         Stephen Davis, Esq.
Heller Ehrman White & McAuliffe LLP        Heller Ehrman White & McAuliffe LLP
  35th Floor, One Exchange Square                  120 West 45th Street
         8 Connaught Place                       New York, New York 10036
        Central, Hong Kong                             212-832-8300
         011-852-2292-2000


Approximate  date of commencement of proposed sale to the public:  as soon as
practicable  after this  registration  statement  becomes effective.

If any of the securities  being  registered on this form are to be offered on a
delayed or continuous  basis pursuant to Rule 415 under the Securities Act,
check the following box: [X]

If this form is filed to register  additional  securities for an offering
pursuant to Rule 462(b) under the Securities  Act, check the following box and
list the Securities Act registration  statement number of the earlier effective
registration  statement for the same offering period. [_]

If this form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the Securities  Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering period. [  ]

If this form is a  post-effective  amendment  filed pursuant to Rule 462(d)
under the Securities  Act, check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering period.[  ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [  ]



                                              CALCULATION OF REGISTRATION FEE
                                                                                            

- ------------------------------------ --------------- ---------------------- ----------------------- --------------
 Title of Each Class of Securities    Amount to be     Proposed Maximum        Proposed Maximum       Amount of
         to be Registered              Registered     Offering Price Per      Aggregate Offering    Registration
                                                           Unit                 Price                   Fee
Common Stock , $0.01 par value:
To be sold to the public for cash.     2,000,000             $0.01                 $20,000             $162.00

- ------------------------------------ --------------- ---------------------- ----------------------- --------------
     The registrant  hereby amends this  registration  statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a  further  amendment  which  specifically  states  that  the  registration
statement shall  thereafter  become effective in accordance with Section 8(a) of
the Securities  Act of 1933, or until the  registration  statement  shall become
effective  on such  date  as the  Securities  and  Exchange  Commission,  acting
pursuant to said Section 8(a), may determine.









                                                    APEX WEALTH ENTERPRISES LIMITED

                                                         CROSS REFERENCE SHEET

                                       Pursuant to Rule 404(a) and Item 501(b) of Regulation S-K
                                                                            
- ---------------------------------------------------------------- -------------------------------------------------
REGISTRATION STATEMENT ITEM AND HEADING                          PROSPECTUS CAPTION
- ---------------------------------------------------------------- -------------------------------------------------
- ---------------------------------------------------------------- -------------------------------------------------
1.       Forepart of Registration Statement and
         Outside Front Cover Page of Prospectus                  Facing Page; Outside Front Cover Page
- ---------------------------------------------------------------- -------------------------------------------------
- ---------------------------------------------------------------- -------------------------------------------------
2.       Inside Front and Outside Back Cover Pages of
         Prospectus                                              Inside Front Cover Page; Outside Back Cover Page
- ---------------------------------------------------------------- -------------------------------------------------
- ---------------------------------------------------------------- -------------------------------------------------
3.       Summary Information and Risk Factors                    Prospectus Summary; Summary Financial
                                                                 Information; Risk Factors
- ---------------------------------------------------------------- -------------------------------------------------
- ---------------------------------------------------------------- -------------------------------------------------
4.       Use of Proceeds
                                                                 Prospectus Summary; Use of Proceeds
- ---------------------------------------------------------------- -------------------------------------------------
- ---------------------------------------------------------------- -------------------------------------------------
5.       Determination of Offering Price                         Arbitrary Determination of Offering Price
- ---------------------------------------------------------------- -------------------------------------------------
- ---------------------------------------------------------------- -------------------------------------------------
6.       Dilution                                                Dilution
- ---------------------------------------------------------------- -------------------------------------------------
- ---------------------------------------------------------------- -------------------------------------------------
7.       Selling Security Holdings                               N/A
- ---------------------------------------------------------------- -------------------------------------------------
- ---------------------------------------------------------------- -------------------------------------------------
8.       Plan of Distribution                                    Outside Front Cover Page; Plan of Distribution
- ---------------------------------------------------------------- -------------------------------------------------
- ---------------------------------------------------------------- -------------------------------------------------
9.       Description of Securities to be Registered              Prospectus Summary; Description of Securities;
- ---------------------------------------------------------------- -------------------------------------------------
- ---------------------------------------------------------------- -------------------------------------------------
10.      Interests of Named Experts and Counsel                  Experts; Legal Matters
- ---------------------------------------------------------------- -------------------------------------------------
- ---------------------------------------------------------------- -------------------------------------------------
11.      (a). Information with Respect to the Registrant         Prospectus Summary; Use of Proceeds; Dividends
                                                                 and Dividend Policy; Dilution; Capitalization;
                                                                 Summary of Financial Information; Management's
                                                                 Discussion and Analysis of Financial Condition
                                                                 and Results of Operations; Business;
                                                                 Management; Description of Securities; Shares
                                                                 Eligible for Future Sale; Taxation; Certain
                                                                 Transactions; and Financial Statements
- ---------------------------------------------------------------- -------------------------------------------------
- ---------------------------------------------------------------- -------------------------------------------------
12.      Disclosure of Commission Position on Indemnification    N/A
         for Securities Act Liabilities
- ---------------------------------------------------------------- -------------------------------------------------







     INFORMATION  CONTAINED  HEREIN IS SUBJECT TO  COMPLETION  OR  AMENDMENT.  A
REGISTRATION  STATEMENT  RELATING  TO THESE  SECURITIES  HAS BEEN FILED WITH THE
SECURITIES  AND EXCHANGE  COMMISSION.  THESE  SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION  STATEMENT  BECOMES
EFFECTIVE.  THIS  PROSPECTUS  SHALL  NOT  CONSTITUTE  AN  OFFER  TO  SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE  SECURITIES
IN ANY STATE IN WHICH SUCH OFFER,  SOLICITATION  OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

                             Preliminary Prospectus

                              SUBJECT TO COMPLETION

                         Apex Wealth Enterprises Limited

                        2,000,000 shares of common stock

     We are  offering  to sell  2,000,000  shares to the  public  for cash at an
offering price of $0.01 per share. After we complete this offering,  our founder
will offer to sell up to 10,000,000 shares to third parties in connection with a
future business  combination.  We will not receive any proceeds from the sale of
shares by our founder.

     We are a recently organized company and have not engaged in any business to
date.  We have no  specific  plans to engage in any  particular  business in the
future. We have  approximately  $100,256 in cash and no other tangible assets at
the date of this prospectus. The purpose of this offering is to create a "public
shell"  that will  attempt to  negotiate  a business  combination  with  another
company  that has both a business  history and  operating  assets.  The offering
price for our shares does not bear any  relationship  to  established  valuation
standards.

     We are a "blank check  company,"  as defined in Rule 419 of the  Securities
Act of 1933. This is an initial public offering of our shares.  We will sell the
2,000,000  shares  offered by us on a "best  efforts,  all or none"  basis for a
period of 90 days from the date of this  prospectus.  We are offering the shares
in 1,000 share blocks. The minimum subscription we will accept from any investor
is 1,000 shares. We intend to offer the shares on a  "self-underwritten"  basis.
Accordingly,  our officers and directors will attempt to sell the shares without
the assistance of a professional underwriter.

     We will  deposit  your money in a segregated  subscription  escrow  account
until we have received  subscriptions for 2,000,000 shares. If all of the shares
are not  purchased  within 90 days, we will  terminate  this offering and refund
your  money,  together  with any  interest  we earn on the  subscription  escrow
account.  If we  successfully  complete the  offering,  10% of the  subscription
proceeds  will  be  immediately  released  to  us.  The  remaining  90%  of  the
subscription  proceeds,  together  with the stock  certificates  for the  shares
purchased by investors,  will be retained in escrow for the benefit of investors
until we  comply  with the  requirements  of Rule 419 and  complete  a  business
combination.

     There has never been a public  market for our shares.  You will not receive
your stock  certificate or be permitted to sell your shares until we comply with
the requirements of Rule 419 and complete a business combination.  At that time,
you will be  allowed to sell your  shares,  but there can be no  assurance  that
anyone will want to buy them. If a public market for our shares develops,  it is
likely  to be  illiquid  and  volatile.  Neither  the  Securities  and  Exchange
Commission  nor any state  securities  commission has approved or disapproved of
these  securities or determined if this Prospectus is truthful OR complete.  Any
representation to the contrary is a criminal offense.




         Our shares are EXTREMELY speculative. The offering described in this Prospectus involves a VERY high degree of risk.Persons
who cannot afford to lose their entire investment should not consider an investment in our shares.  See "Risk Factors"
                                                                                       
- ------------------------------ --------------------------- --------------------------- ---------------------------
                               Price to Public (1)         Underwriting Discounts      Proceeds to the Company
                                                           and Commissions (2)
- ------------------------------ --------------------------- --------------------------- ---------------------------
- ------------------------------ --------------------------- --------------------------- ---------------------------
Per share                                $0.01                         --                        $0.01
- ------------------------------ --------------------------- --------------------------- ---------------------------
- ------------------------------ --------------------------- --------------------------- ---------------------------
TOTAL OFFERING (3)                      $20,000                        --                       $20,000
- ------------------------------ --------------------------- --------------------------- ---------------------------

(1)  Subscribers should make their check payable to " ___________ Bank, Subscription Escrow Agent for Apex Wealth Enterprises
     Limited."
(2)  We will not pay any underwriting discounts, selling commissions or finders' fees in connection with this offering.
(3)  We expect to pay out-of-pocket cash expenses of approximately $24,622 in connection with this offering.

         Any changes to this offering will be made by means of an amendment to our registration  statement and this  prospectus.
Since this  offering is subject to Rule 419,  you will not  receive a  certificate  for your shares  until the  safekeeping,
disclosure  and reconfirmation requirements of Rule 419 are satisfied.


               The date of this prospectus is September 17, 2003





THESE  SECURITIES  ARE HIGHLY  SPECULATIVE,  INVOLVE A HIGH DEGREE OF RISK,
AND SHOULD BE PURCHASED  ONLY BY PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE
INVESTMENT.  SEE "RISK FACTORS" FOR SPECIAL RISKS  CONCERNING THE COMPANY AND
"DILUTION" FOR INFORMATION  CONCERNING DILUTION OF THE BOOK VALUE OF THE
INVESTORS' SHARES FROM THE PUBLIC OFFERING PRICE.

PRIOR TO THIS  OFFERING  THERE HAS BEEN NO PUBLIC  MARKET FOR THE COMMON STOCK
OF THE COMPANY.  THERE IS NO ASSURANCE  THAT ANY TRADING MARKET IN THESE
SECURITIES WILL EVER DEVELOP.

     The Company has filed with the  Securities  and  Exchange  Commission  (the
"Commission") a Registration  Statement (the  "Registration  Statement") on Form
F-1 under the Securities Act of 1933 with respect to the Shares offered  hereby.
This  prospectus  does  not  contain  all of the  information  set  forth in the
Registration  Statement,  certain parts of which are omitted in accordance  with
the rules and regulations of the Commission.  The Company will be subject to the
reporting  requirements  of the  Securities  Exchange Act of 1934 (the "Exchange
Act"),  but  is  currently  not a  reporting  company.  The  reports  and  other
information  filed by the  Company  may be  inspected  and  copied at the public
reference facilities of the Commission in Washington, D.C., at prescribed rates.
Descriptions  contained in this prospectus as to the contents of any contract or
other  document  filed  as an  exhibit  to the  Registration  Statement  are not
necessarily complete and each such description is qualified by reference to such
contract or document.

     The Company intends to furnish to its stockholders, after the close of each
fiscal year,  an annual  report  relating to the  operations  of the Company and
containing  audited  financial  statement  examined  and  reported  upon  by  an
independent certified public accountant. In addition, the Company may furnish to
stockholders such other reports as may be authorized,  from time to time, by the
Board of Directors. The Company's year end is December 31.

NO DEALER,  SALESMAN OR ANY OTHER PERSON HAS BEEN  AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY  REPRESENTATIONS  OTHER THAN THOSE CONTAINED  IN THIS
PROSPECTUS,  AND IF GIVEN OR MADE,  SUCH  INFORMATION  OR  REPRESENTATIONS
MUST NOT BE RELIED  UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.  THIS
PROSPECTUS  DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER
TO BUY ANY SECURITIES IN ANY  JURISDICTION  IN WHICH SUCH OFFER OR  SOLICITATION
WOULD BE  UNLAWFUL.  THE  DELIVERY OF THIS  PROSPECTUS  SHALL NOT UNDER ANY
CIRCUMSTANCES  CREATE ANY IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF;  HOWEVER, ANY CHANGES THAT MAY
HAVE  OCCURRED ARE NOT MATERIAL TO AN  INVESTMENT  DECISION.  IN THE EVENT THERE
HAS BEEN ANY MATERIAL  CHANGES IN THE AFFAIRS OF THE COMPANY,  A  POST-EFFECTIVE
AMENDMENT WILL BE FILED.  THE COMPANY  RESERVES THE RIGHT TO REJECT ANY ORDER,
IN WHOLE OR IN PART, FOR THE PURCHASE OF ANY OF THE SHARES OFFERED HEREBY.

     Until  90 days  after  the date  when the  deposited  funds  and  deposited
securities  are  released  from  the  escrow  account,   all  dealers  effecting
transactions  in  the  Common  Stock,  whether  or  not  participating  in  this
distribution,  may be required to deliver a  prospectus.  This is in addition to
the  obligation of dealers to deliver a prospectus  when acting as  underwriters
with respect to their unsold allotments or subscriptions.






                                                           Table of contents
                                                                                                               

PROSPECTUS SUMMARY................................................................................................9

SUMMARY FINANCIAL INFORMATION....................................................................................10

RISK FACTORS.....................................................................................................13

Specific Risks of Our Rule 419 Offering..........................................................................17

ARBITRARY DETERMINATION OF OFFERING PRICE........................................................................21

USE OF PROCEEDS..................................................................................................21

DIVIDEND AND DIVIDEND POLICY.....................................................................................22

CAPITALIZATION...................................................................................................23

DILUTION.........................................................................................................23

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS............................25

BUSINESS.........................................................................................................26

MANAGEMENT.......................................................................................................34

PRINCIPAL STOCKHOLDERS...........................................................................................36

CERTAIN TRANSACTIONS.............................................................................................37

DESCRIPTION OF SECURITIES........................................................................................37

SHARES ELIGIBLE FOR FUTURE SALE..................................................................................38

PLAN OF DISTRIBUTION.............................................................................................40

EXPERTS..........................................................................................................42

LEGAL MATTERS....................................................................................................42

ADDITIONAL INFORMATION...........................................................................................42

APPENDIX I......................................................................................................A-1

FINANCIAL STATEMENTS............................................................................................F-1








                               PROSPECTUS SUMMARY

     The  following  is a summary  of  certain  detailed  information  discussed
elsewhere in this prospectus.  This summary does not contain all the information
you should consider before making an investment  decision.  You should carefully
read  the  entire  prospectus,  including  our  financial  statements  and  both
appendixes.

                                   The Company

     Apex  Wealth  Enterprises  Limited  is a  "blank  check  company"  that has
approximately  $100,256 in cash and no other tangible assets on the date of this
prospectus. The purpose of this offering is to create a "public shell" that will
attempt to negotiate a business combination with another company that has both a
business history and operating assets.  We will refer to acquisition  candidates
as "targets" in this prospectus.  We have not engaged in any business activities
to date, and we have no specific  plans to engage in any particular  business in
the  future.  We will not  restrict  our search  for a target to any  particular
industry.  Our business plan is entirely contingent on the successful completion
of this offering.

     If we  complete  this  offering,  we  believe  the  owners of a target  may
conclude that a business combination with us is an attractive  alternative to an
initial  public  offering.   We  have  not  identified  a  target  or  commenced
negotiations for a business combination.  There can be no assurance that we will
be able to identify a target or negotiate a business combination.

     We were  incorporated  in the British  Virgin Islands on April 8, 2002. Our
principal  executive  office is  located at Unit 1502,  15th  Floor,  World Wide
House, 19 Des Voeux Road Central,  Hong Kong, SAR. Our telephone number is (852)
2736-5511.

                                  The Offering

     Our founder bought 10,000,000 (post stock split) shares of common stock for
$100,000 in cash when they organized our company. These founder's shares are the
only stock outstanding at the date of this prospectus.

     We are offering  2,000,000  shares of common stock to the public at a price
of $0.01 per share.  We are  offering  the  shares in 1,000  share  blocks.  The
minimum  subscription we will accept from any investor is 1,000 shares. After we
complete this offering,  our founder will offer to sell up to 10,000,000  shares
to third parties in connection with a future business combination.

                                 Use of Proceeds

     We will receive total cash proceeds of $20,000 from this offering.  Of this
amount,  $18,000  will be  deposited  in the Rule 419 escrow and $2,000  will be
released to us. We expect to pay approximately $24,662 in out-of-pocket costs in
connection  with  this  offering.   Therefore,  this  offering  will  not  be  a
significant source of cash that can be used to finance our operations.


                       Enforceability Of Civil Liabilities

     We are organized under the laws of The British Virgin Islands, and all or a
substantial  portion  of our assets  are or may be  located  outside  the United
States.  In addition,  certain of the  directors and officers and certain of the
experts  named herein are  nationals  or  residents  of Hong Kong,  and all or a
substantial  portion of the assets of such persons are or may be located outside
the United  States.  We have appointed  National  Registered  Agents,  Inc., 875
Avenue  of the  Americas,  Suite 501 New  York,  New York  10001 as our agent to
receive  service of process with respect to any action brought against us in the
United States  District Court for the District of New York under the laws of the
United  States or any state,  or any action  brought  against it in the  Supreme
Court of the State of New York in the  County of New York  under the laws of the
State of New York. However, it may be difficult for investors to enforce outside
the United States  judgments  against us or any of our officers and directors or
the experts  named  herein  obtained in the United  States in any such  actions,
including actions  predicated upon the civil liability  provisions of the United
States federal  securities laws. As a result,  it may be difficult for investors
to effect  service of process  within the United  States upon such persons or to
enforce  against  them  judgments  obtained  in United  States  federal or state
courts,  including judgments  predicated upon the civil liability  provisions of
United States federal securities laws.

     The Offering Described In This Prospectus Is Subject To Rule 419 Of The
                             Securities Act Of 1933

     We are a  "blank  check  company,"  as  defined  in Rule  419(a)(2)  of the
Securities Act of 1933, and this offering is subject to the requirements of that
rule. Our offering may also be referred to as a "blind pool" because neither you
nor we know what our business will  ultimately  be. The  following  introductory
information  explains the  requirements of Rule 419 and describes the procedures
we will follow to insure compliance therewith.  Appendix I to this prospectus is
the full text of Rule 419.

                          SUMMARY FINANCIAL INFORMATION

     The following table presents summary information on our financial condition
and  results of  operations  as of May 30, 2003 and for the period from April 8,
2002  (inception)  through May 30, 2003. It also presents a pro forma case which
gives immediate effect to the completion of this offering. The Summary Financial
Information is qualified in its entirety by our financial statements.






                                                                                                          



                                                                                                              As of
                                                                                                       May 30, 2003
Statement of operations                                                                                           $
Revenues                                                                                                          0
Net Loss                                                                                                    (4,072)
Net Loss Per Share                                                                                           0.0004
Shares outstanding                                                                                       10,000,000
                                                                                                    ----------------

Balance Sheet Date                                                                       As of                After
                                                                                  May 30, 2003             Offering

Current Assets                                                                         100,256              102,256

Total Assets                                                                           100,256              102,256

Total Liabilities                                                                        4,328               28,990

Shareholders' Equity                                                                    95,928               73,266

                                                                                   =================   ===========





Plan of Operations

     After we complete this offering,  our founder may offer to sell or transfer
up to 10,000,000  founder's  shares to the owners of a target,  or other persons
who are involved in the proposed  transaction.  The  founder's  shares have not
been included in our  registration  statement.  We will not receive any proceeds
from the sale of the founder's shares.

     The terms of any proposed resale or other transfer of the founder's  shares
will be  determined  by  arms-length  negotiation  between  our  founder and the
representatives of a potential target.  "Shell companies" such as ours typically
maintain a market value that depends on a variety of factors. We expect that the
ultimate  sales  price of the  founder's  shares will be in line with the market
value for similar shells at the time of the transaction.

     The following table provides summary pro forma information on the potential
future  ownership  of our  company  if all of the  founder's  shares are sold or
transferred to persons designated by the owners of a target.


                                                                                              
- ------------------------------------------ --------------- ----------------------- ------------------ ------------
Current Officers and Directors             Original        Stock   issuances  and  Likely future      Percent  of
                                           holdings        (sales)                 ownership          total
- ------------------------------------------ --------------- ----------------------- ------------------ ------------
- ------------------------------------------ --------------- ----------------------- ------------------ ------------
Founder's shares                             10,000,000         (10,000,000)               -              0%
- ------------------------------------------ --------------- ----------------------- ------------------ ------------
- ------------------------------------------ --------------- ----------------------- ------------------ ------------
Investors in this offering                                       2,000,000             2,000,000          17%
- ------------------------------------------ --------------- ----------------------- ------------------ ------------
- ------------------------------------------ --------------- ----------------------- ------------------ ------------
Owners   of  the   target   Purchase   of                        10,000,000           10,000,000
founder's shares                                                                                          83%
- ------------------------------------------ --------------- ----------------------- ------------------ ------------
- ------------------------------------------ --------------- ----------------------- ------------------ ------------
Total                                                            12,000,000           12,000,000         100%
- ------------------------------------------ --------------- ----------------------- ------------------ ------------
- ------------------------------------------ --------------- ----------------------- ------------------ ------------
Total shares  outstanding  after business                                             12,000,000        100.00%
combination
- ------------------------------------------ --------------- ----------------------- ------------------ ------------




     Before  a  business   combination   can  be  completed,   we  must  file  a
post-effective  amendment  to our  registration  statement  and  deliver a final
prospectus  to  each  investor.  Our  final  prospectus  will  provide  detailed
information on the terms of the proposed  business  combination and the terms of
any agreements for the sale or transfer of the founder's shares.  Investors will
then have not less than 20 days and no more  than 45 days to  determine  whether
they want to remain stockholders of our company.




                                  RISK FACTORS

     Our shares are  extremely  speculative  and the offering  described in this
prospectus  involves  a very high  degree of risk.  In fact,  our  officers  and
directors  believe  that a public  offering by a blank check  company  like ours
involves  one  of  the  most  speculative  and  risky  investment  opportunities
available.  You should  carefully  consider the specific risks described  below,
together with the other information in this prospectus, before making a decision
to invest  in our  shares.  Persons  who  cannot  afford  to lose  their  entire
investment should not purchase our shares.

                       General Risks of Rule 419 Offerings

     You will not be able to withdraw your money from the subscription escrow or
the Rule 419 escrow.

     All  subscriptions  to purchase shares are irrevocable  upon receipt by our
subscription escrow agent. Accordingly,  you will have no right to withdraw your
money  from  the  subscription   escrow  during  the  offering  period.   If  we
successfully  complete  this  offering,  you will have no right to withdraw your
money from the Rule 419 escrow. If we negotiate a business combination, you will
be given an opportunity to either reconfirm your investment, or receive a refund
of your pro rata share of the escrowed  funds. If we fail to complete a business
combination,  you will receive a liquidating distribution equal to your pro rata
share of our remaining  assets,  together with a distribution  from the Rule 419
escrow  equal to your pro rata  share of the  escrowed  funds.  You  should  not
purchase our shares if you are seeking investment liquidity.

      OUR SUBSCRIPTION ESCROW WILL BE INVESTED AT ORDINARY PASSBOOK SAVINGS
RATES, AND WE WILL KEEP THE INTEREST IF THIS OFFERING IS SUCCESSFULLY COMPLETED.

     The funds we deposit in our subscription  escrow will be held in an insured
bank deposit at ordinary  passbook  savings  rates.  If we fail to complete this
offering,  your  subscription  funds will be returned to you,  together with any
interest we earn on your money while it is deposited in the subscription escrow.
If we sell all  2,000,000  shares  offered  by us, the  interest  we earn on the
subscription  escrow will be transferred to the Rule 419 escrow.  In that event,
you will not  receive any credit for the  interest we earn on your  subscription
funds during the period between the date of your investment and the closing date
of the offering.  Instead,  all interest we earn on the subscription escrow will
simply be treated as additional  subscription  proceeds and allocated  among all
investors on a pro rata basis.

     10% OF YOUR INVESTMENT WILL BE IMMEDIATELY USED TO PAY OFFERING COSTS.

     While we will deposit 90% of the offering  proceeds in the Rule 419 escrow,
we will use 10% of the proceeds to pay the costs of this offering.  In case of a
distribution  of the offering  proceeds,  only  $18,000  will be  available  for
distribution.

         THE ESCROWED FUNDS WILL NOT GENERATE SUBSTANTIAL INTEREST.

     The  escrowed  funds will be invested in insured  bank  deposits,  open-end
money  market  funds,  or  short-term  U.S.  Government  securities.  Currently,
investments of this nature yield an annual return of less than 3%, far less than
other  investment  options.  If we  negotiate  a  business  combination  and you
reconfirm  your  investment,  the interest we earn on the escrowed funds will be
released to us. If we are  obligated  to  distribute  your share of the escrowed
funds, you will also receive your pro rata share of any interest we earn.


     We will not generate  any  operating  revenue  until we complete a business
combination. While our primary business goal is to increase stockholder value by
concluding a business  combination with an operating company, we cannot give you
any assurance that any target we acquire will have material revenue,  profitable
operations or other  characteristics  that are prerequisites for a viable public
company.

     We will have limited operating cash and may be forced to abandon our
business plan.

     After paying our offering expenses and current liabilities and establishing
the Rule 419 escrow,  we will have  approximately  $73,266 in cash.  We will use
this  cash to pay  the  costs  of  operating  our  company  and the  fees of our
independent auditors, our outside legal counsel and any other experts we hire to
assist in our  investigations.  If we spend our available cash and are unable to
obtain  additional  financing,  we may be forced to abandon our  business  plan,
liquidate our company and distribute the escrowed funds to investors.

     Our officers and directors  will be able to approve all  corporate  actions
without your consent.

     After this  offering,  Mr. Li Sze Tang,  one of our officers and a director
will own 83.33% of our  outstanding  common stock.  Therefore,  he will have the
voting power to  unilaterally  approve all  corporate  transactions  without the
consent of any other stockholders. You will have no effective voice in decisions
made by our company.

     The process of  negotiating a business  combination  between a public shell
and a private  company  involves  a  delicate  balancing  of  interests  that is
frequently unsuccessful.

     The vast majority of private companies do not have the fundamental business
potential to become viable public companies. Even when a private company has the
potential,  a  well-structured  business  combination  can be very  difficult to
negotiate and implement.  The full range of legal and economic consequences of a
shell   transaction  are  not  well  understood  by  most  legal  and  financial
professionals,   even  professionals  who  specialize  in  securities   matters.
Therefore,  it can be  difficult  to strike a balance  between  the  conflicting
interests  of the shell and the private  company.  We can give you no  assurance
that our officers  and  directors  have the  education,  experience  and ability
required to negotiate a well-structured  business  combination.  Further, we can
give you no  assurance  that the  officers  of a  target,  or the  professionals
employed by them,  will have the education,  experience and ability  required to
successfully implement any business combination we ultimately negotiate.  If the
combined companies are unable to create a sustained public market for our stock,
you may be unable to sell your shares at any price.

     You will not have an opportunity  to approve or reject  specific terms of a
proposed business combination.

     Our  officers  and  directors  will  negotiate  all the terms of a proposed
business  combination.  You  will  have no  opportunity  to  participate  in the
negotiations,  or to approve or reject specific  terms.  When all the terms of a
proposed  transaction  have been  negotiated,  we will prepare a  post-effective
amendment to our  registration  statement and  distribute a final  prospectus to
you. This final prospectus will contain detailed information concerning:


o        The business, history and properties of the target.

o        Audited financial statements of the target and pro forma financial
         statements of the combined companies.

o        The identity and experience of the directors and executive officers of
         the combined companies.

o        The terms of any agreements between our company and the target.

o        The terms of any agreements relating to the sale or transfer of the
         founder's shares.

o        The pro forma ownership of our stock after the business combination.

o        Other information required by applicable SEC rules, regulations and
         practice.

     While you will have the  opportunity to decide whether you want to remain a
stockholder  of our  company,  you  will  have  no  opportunity  to  approve  or
disapprove of specific business terms proposed.

     WE  WILL  PROBABLY  NOT BE  ABLE  TO  MAKE  MULTIPLE  ACQUISITIONS  AND OUR
RECONFIRMATION OFFERING WILL BE A ONE TIME "TAKE IT OR LEAVE IT" PROPOSITION.

     Under Rule 419, we are required to file a  post-effective  amendment to our
registration   statement,   deliver  a  final   prospectus   and   conduct   our
reconfirmation  offering as soon as we enter into acquisition agreements with an
aggregate  value that equals or exceeds  80% of the  subscription  proceeds,  or
$16,000  in the case of this  offering.  We are not  likely to pursue a business
combination  that  represents  less than $500,000 in value.  Therefore,  we will
probably  not be  able to make  multiple  acquisitions  before  we  conduct  our
reconfirmation  offering.  If we  select  a  target  and  make a  reconfirmation
offering that is not acceptable to our investors,  we will not be given a second
opportunity.  Therefore, our reconfirmation offering will be a one time "take it
or leave it" proposition.

     YOU MAY NOT BE ABLE TO  RELY ON THE  COLLECTIVE  BUSINESS  JUDGMENT  OF OUR
OTHER INVESTORS.

     Rule 419 does not establish a  predetermined  percentage of investors  that
must  reconfirm  their  subscriptions  before  a  business  combination  can  be
completed.  Instead,  it only  requires that our final  prospectus  disclose the
reconfirmation  threshold  negotiated  by the  parties.  If a proposed  business
combination  provides for a relatively low reconfirmation  threshold,  investors
will not be able to rely on the collective  business  judgment of a large number
of  other  investors  in  making  their  individual   reconfirmation  decisions.
Conversely,  if a proposed business  combination  provides for a relatively high
reconfirmation threshold, our other investors, as a group, may have the power to
effectively overrule your affirmative investment decision.

     WE EXPECT A BUSINESS COMBINATION TO RESULT IN A CHANGE IN CONTROL.

     We expect a business combination to result in a change in voting control of
our company. We expect that the owners of a target will ask our current officers
and directors to sell their  founder's  shares and resign in  connection  with a
business  combination.  After a change in control, the owners of the target will
have the right to appoint  their own  officers  and  directors,  and our current
stockholders  will have no  meaningful  voice in the  management of the combined
companies.   We  can  give  you  no   assurance   respecting   the   experience,
qualifications or abilities of future management after a change in control.


     OUR BUSINESS COMBINATION MAY NOT BE SUCCESSFUL.

     Even if we are  successful  in locating,  negotiating  and  consummating  a
business combination,  we can give you no assurances that the combined companies
will be successful.  Operational  risks include the possibility  that the target
will not ultimately or timely provide the core operations necessary for a viable
commercial  enterprise.  In addition,  lack of a defined  business plan, lack of
sufficient  resources  for success and a multitude of other  factors could cause
the business of the  combined  companies to fail.  Financial  risks  involve the
possible  lack of revenues or profitable  operations  of the acquired  business,
incurrence of indebtedness and the subsequent need to service such  indebtedness
or the utilization of cash or other assets to consummate an  acquisition.  There
can be no assurance that we will be able to successfully  integrate the business
operations of another  entity with our company or that any growth  opportunities
anticipated as a result of a business combination will ever materialize.

     YOU WILL NOT BE ABLE TO SELL,  PLEDGE OR  OTHERWISE  TRANSFER  YOUR  SHARES
UNTIL WE COMPLETE A BUSINESS  COMBINATION,  AND THERE CAN BE NO ASSURANCE THAT A
PUBLIC MARKET FOR OUR STOCK WILL EVER DEVELOP.

     We will  deposit  your stock  certificate  in the Rule 419 escrow  until we
complete  a  business  combination.  You  will not be able to  sell,  pledge  or
otherwise transfer your shares, or any interest therein,  until we have complied
with Rule 419 and the escrow  agent has mailed  your stock  certificate  to you.
This process may take up a significant amount of time. When you are able to sell
your shares,  there can be no assurance  that anyone will want to buy them. If a
public market for our stock develops,  it is likely to be illiquid and volatile.
Accordingly,  you may be unable  to sell our  shares  when you want to.  Even if
there is a market, you may not be satisfied with the market price. You should be
prepared to bear the economic risk of your  investment for an indefinite  period
of time.  You  should not  purchase  our  shares if you are  seeking  short-term
appreciation.

     EVEN IF OUR  STOCK  BECOMES  TRADED,  WE ARE  LIKELY TO BE  SUBJECT  TO SEC
REGULATIONS RELATING TO LOW-PRICED STOCKS, WHICH COULD HAVE AN ADVERSE EFFECT ON
THE MARKET FOR OUR SHARES.

     The Securities and Exchange Commission has adopted  regulations  concerning
low-priced (or "penny") stocks.  The regulations  generally define "penny stock"
to be any  equity  security  that has a market  price less than $5.00 per share,
subject to certain exceptions.  Our stock is likely to become, and may remain, a
penny stock subject to these  regulations.  The  regulations  impose  additional
sales practice  requirements on  broker/dealers  who sell penny stock to persons
other than  established  customers  and  accredited  investors.  The  additional
burdens  imposed  upon  broker/dealers  by these  penny stock  requirements  may
discourage broker/dealers from effecting transactions in the common stock, which
could severely  limit the market  liquidity of our common stock and your ability
as purchasers to sell our common stock in the secondary market. In addition,  it
is unlikely that any bank or financial  institution will accept such penny stock
as  collateral,  which could have an adverse  effect in developing or sustaining
any market for our common stock.


     THE COMBINED COMPANIES MAY BE UNABLE TO ATTRACT MARKET MAKERS.

     The development of a sustained  public trading market depends upon not only
the existence of willing buyers and sellers,  but also on the  participation  of
qualified  market  makers.  No market makers have  expressed any interest in our
company.   Following  the  consummation  of  a  business   combination  and  the
disbursement of the escrowed funds, we hope that a number of broker/dealers will
become market makers for our shares. Should this occur, the market bid and asked
prices for our shares is likely to be  significantly  influenced by decisions of
the market  makers to buy or sell the shares.  Market makers are not required to
maintain a continuous  two-sided  market and are free to withdraw  quotations at
any time. In addition,  in order to become  listed on the Nasdaq Stock  Market's
National Market or SmallCap  Market,  we need to have at least three  registered
and active  market  makers.  No  assurance  can be given that any market  making
activities will commence or, if commenced, that they will continue.

     Our current  officers  and  directors  will  probably not have any power to
influence the after-market support activities of the combined companies.

     Since we expect a business  combination  to result in a change in  control,
our current  officers and  directors  will probably not have any power to seek a
market listing for our shares or take any other action to promote or improve any
public  market  that does  develop.  We intend to address  after-market  support
issues in our negotiations with potential targets, but there can be no assurance
that we will be able to negotiate suitable  after-market support requirements or
that  any  terms  we  negotiate  will  prove to be  effective.  If the  combined
companies do not devote  sufficient  time and  resources to developing an active
trading market, you may be unable to sell your shares.

     MANY BLANK CHECK COMPANIES ARE COMPLETE FAILURES.

     There have been many cases  where  blank  check  companies  have sold their
shares to the public and then failed to negotiate a timely business combination.
There have also been many cases  where  blank check  companies  have  negotiated
business  combinations  and the  stockholders  have either  failed or refused to
reconfirm their subscriptions.  In all of these cases, the blank check companies
involved were total failures from the investors' perspective. We can provide you
no assurance that we will be able to negotiate a timely business  combination or
that our  reconfirmation  offering will be successful.  If we fail to accomplish
either of these goals, the return on your investment will be limited to your pro
rata  share of the  escrowed  funds and your pro rata  share of our  liquidating
distribution.


                     SPECIFIC RISKS OF OUR RULE 419 OFFERING

   THE SUBSCRIPTION PROCEEDS RELEASED TO US WILL NOT BE SUFFICIENT TO PAY OUR
                          ANTICIPATED OFFERING COSTS.

     Our founders  contributed $100,000 in cash when they organized our company.
After paying our organizational and administrative  expenses have a current cash
balance of approximately $95,928. We will receive total cash proceeds of $20,000
from our initial public offering.  Of this amount,  $18,000 will be deposited in
the Rule 419  escrow  and  $2,000  will be  released  to us.  We  expect  to pay
approximately  $24,662 in out-of-pocket  costs in connection with this offering.
The  proceeds  released  to us  will  not  be  sufficient  to pay  our  offering
costs.Therefore, this offering will not be a significant source of cash that can
be used to finance our operations.


     ALL OF OUR  OFFICERS  AND  DIRECTORS  WILL FACE  SUBSTANTIAL  CONFLICTS  OF
INTEREST.

     Our officers and directors are not required,  by contract or otherwise,  to
devote any  specific  amount of time to our  business.  Each of our officers and
directors is actively involved in other business pursuits. Therefore, all of our
officers and directors will face conflicts of interest in allocating  their time
between our company and their other business interests.

     All of our officers and  directors  have retained the right to pursue other
business  interests,  including  interests  that  may be  competitive  with  the
business of our company.  Our officers  and  directors  will all be obligated to
present any business  opportunities that come to their attention to our Board of
Directors.  They may also have a similar  obligation  to present such a business
opportunity  to the board of directors of a  competitive  entity.  If any of our
officers,  directors  or advisors  becomes  subject to a  potential  conflict of
interest,  the underlying facts that give rise to the potential conflict must be
fully  disclosed  to our  Board  of  Directors.  Because  of the  potential  for
conflicting  obligations,  our company will not necessarily  have a preferential
right to exploit all  opportunities  that come to the  attention of our officers
and directors. The potential for conflicting obligations and business activities
among the members of our management team may limit the  opportunities  available
to our company.

     Our founders  bought  10,000,000  shares of common stock for  $100,000.  We
believe  the  owners of a target  will  probably  want to  acquire or direct the
disposition of these founder's shares in connection with a business combination.
To facilitate the sale or transfer of the founder's shares, we have included the
founder's shares in our registration  statement.  Investors will not be entitled
to  share in any  proceeds  from the sale of the  founder's  shares.  Under  the
circumstances, it is likely that a series of related transactions will result in
the  transfer of  business  assets to our company and the payment of cash to our
founders.  Therefore,  the  personal  pecuniary  interests  of our  founders may
conflict with their fiduciary duties to stockholders.

     IF WE LOSE THE SERVICES OF LI SZE TANG, WE WOULD HAVE DIFFICULTY  FINDING A
SUITABLE TARGET.

     Our  ability to  successfully  identify a suitable  target and  negotiate a
business  combination  will be largely  dependent upon the personal  efforts and
abilities  of Li Sze Tang,  one of our  directors.  We have not entered  into an
employment  agreement  with Li Sze Tang or obtained any "key man" life insurance
on his life. The loss of Li Sze Tang's  services  could have a material  adverse
effect on our ability to successfully achieve our business objectives, including
selecting a suitable target and negotiating a business combination.

     WE DO NOT INTEND TO BEGIN  NEGOTIATIONS  WITH  POTENTIAL  TARGETS  UNTIL WE
COMPLETE THIS OFFERING.

     While  our  officers  and  directors  believe,   based  on  prior  business
experience,  that  suitable  targets  currently  exist,  we have  not  commenced
negotiations  with any potential  targets or made any  commitments to enter into
negotiations.  We do not intend to begin any negotiations until we complete this
offering.  If an acquisition  becomes probable before we complete this offering,
Rule 419 will  require  that we  suspend  the  offering,  file a  post-effective
amendment to our registration statement and conduct our reconfirmation  offering
immediately.


     WE MAY NOT BE ABLE TO IDENTIFY A TARGET AND COMPLETE A BUSINESS COMBINATION
IN A TIMELY FASHION.

     The search for a suitable target can be very time  consuming.  There can be
no  assurance  that we will be able to  identify a  suitable  target in a timely
manner.  If we are unable to identify a suitable  target in a timely manner,  we
will be forced to abandon our business plan in its entirety.  This will increase
the  risk  that we  might  truncate  our due  diligence  procedures,  lower  our
expectations or liberalize our selection standards with the passage of time.

     Business  combinations are complex transactions that frequently take a long
time to investigate,  structure,  negotiate and document. We expect to encounter
significant  delays  during the due  diligence  process.  We may also  encounter
significant  delays  in  negotiating  the  specific  terms and  conditions  of a
business  combination.  After  we have  negotiated  and  documented  a  business
combination,  we will be  required  to file a  post-effective  amendment  to our
registration statement before we can commence our reconfirmation  offering. This
process may also result in unforeseen  delays as we  coordinate  the response to
any questions, comments or requests for additional information that may arise.

     WE  MAY  NOT  ACCURATELY  ASSESS  THE  QUALIFICATIONS  OF  MANAGEMENT  OF A
POTENTIAL TARGET BUSINESS.

     We cannot assure you that our assessment of the skills,  qualifications and
abilities of the management of a target will prove to be correct,  especially in
light of the inexperience of our officers and directors in evaluating many types
of  businesses.  In  addition,  we cannot  assure you that the  management  of a
prospective target will have the necessary skills,  qualifications and abilities
to manage a public company.

     Since we have not identified a target or selected a particular industry, we
are unable to ascertain the merits or risks of the business or industry in which
we may ultimately operate.

     We have not identified a target and do not intend to focus our search for a
target in any particular  industry.  Accordingly,  there is no current basis for
prospective  investors to evaluate the possible  merits or risks of a particular
target or the industry in which we may ultimately operate.  After the completion
of a business combination,  we will be subject to both the specific risks of our
target and the more general risks of the industry in which the target  operates.
Although our management will endeavor to evaluate the risks inherent in a target
and the  industry  in which  it  operates,  we  cannot  assure  you that we will
properly ascertain or assess all of the significant risk factors.


     THE SALE OF A SUBSTANTIAL  NUMBER OF SHARES IN THE PUBLIC MARKET  FOLLOWING
THE COMPLETION OF A BUSINESS  COMBINATION  COULD ADVERSELY  AFFECT THE PRICE FOR
OUR STOCK.

     After  completing  a business  combination,  we will have up to  12,000,000
shares of common stock outstanding. While we believe the bulk of our shares will
be subject to legal or contractual  restrictions on resale,  we can offer you no
assurance  that  substantial  amounts  of our  stock  will not be  eligible  for
immediate resale.

     Under  Rule  144 of  the  Securities  Act of  1933,  the  term  "restricted
securities"  includes stock that has been registered under the Securities Act of
1933,  but is held by a  person  who is an  "affiliate"  of the  issuer  of such
securities. The term "affiliate" is generally defined as any person who directly
or indirectly controls, is controlled by or under common control with the issuer
of the securities. Therefore the term affiliate generally includes all officers,
directors and owners of 10% or more of an issuer's securities.

     A stockholder's  ability to resell  registered  shares of our stock will be
dependent on (a) his status as an  affiliate of our company  before the business
combination,  (b) his status as an affiliate  of the target  before the business
combination,  and (c) his status as an affiliate of the combined companies after
the business combination. In general,

o        Purchasers of shares in this offering will be allowed to resell their
         shares without legal restriction when we complete a business
         combination and at any time thereafter.

o        Current stockholders of a target who are not affiliates of the target
         or the combined companies will be allowed to resell their shares
         without legal restriction when we complete a business combination and
         at any time thereafter.

o        Persons who are affiliates of our company or the target, but are not
         affiliates of the combined companies, will be required to comply with
         the notice, manner of sale and volume limitations of Rule 144 for a
         period of 1 year after the completion of a business combination.
         Thereafter, they will be allowed to resell their shares without legal
         restriction.

o        Persons who are affiliates of the combined companies will be required
         to comply with the notice, manner of sale and volume limitations of
         Rule 144 for as long as they retain that status.  Our founders paid
         $0.01 per share for the 10,000,000 shares they purchased in connection
         with the organization of our company.

     FORWARD-LOOKING STATEMENTS CONTAINED IN THIS PROSPECTUS MAY NOT PROVE TO BE
ACCURATE.

     This  prospectus  includes  forward-looking   statements  on  a  number  of
subjects, including:

o        Our goals, business plan and strategies.


o        The availability of suitable targets.

o        Our ability to conduct an adequate due diligence investigation.

o        Our ability to negotiate a reasonable business combination.

o        Our ability to execute our business plan within the restrictions of
         Rule 419.

o        Other topics that can be identified by the use of forward looking
         terminology such as "may," "will," "expect," "anticipate,"
         "estimate," "continue," "believe" and other similar words.

     These statements are forward-looking and reflect our current  expectations.
They are  subject  to a number of risks  and  uncertainties,  including  but not
limited  to,  the  risks  factors  and  other  uncertainties  described  in this
prospectus. We do not intend to update our forward-looking  statements. In light
of the many risks and uncertainties  surrounding our business plan,  prospective
purchasers  should be aware that we cannot provide any assurance that any of the
forward-looking statements in this prospectus will prove to be accurate.

     THIS IS A SELF-UNDERWRITTEN OFFERING AND WE MAY NOT BE ABLE TO SUCCESSFULLY
SELL OUR SHARES.

     This is a self-underwritten offering. No one has made any commitment to buy
any of the shares being offered by us.  Therefore,  the success of this offering
and the  company  will  depend  upon the  success  of the sales  efforts  of our
officers and directors who will be selling the offering on our behalf. No broker
or dealer has been  retained or is under any  obligation  to purchase any of our
shares.  We  cannot  give  any  assurance  that  we will  be  successful  in our
fundraising efforts. If this offering is unsuccessful, our business will fail.

     OUR  BUSINESS  IS LIKELY TO FACE  ADDITIONAL  RISKS AND  UNCERTAINTIES  NOT
PRESENTLY KNOWN.

     In addition to specific risks  identified in the "Risk Factors"  section of
this prospectus,  we are likely to face additional risks and uncertainties  that
are not presently known to us or that we currently deem immaterial. Such unknown
risks and  uncertainties  could  ultimately  impair our business and  prospects.
Prospective  investors  are  urged to  conduct  their own  investigation  of our
affairs and independently evaluate our business plan.


                    ARBITRARY DETERMINATION OF OFFERING PRICE

     The  offering  price  for our  shares  does not bear  any  relationship  to
established  valuation  standards.  Nor  does it bear  any  relationship  to our
assets,  book value, net worth or expected revenues or earnings.  In determining
the offering  price,  our board of directors  considered the following  factors,
among others:

o        The nature of our proposed business and their opinions on capital

o        structure issues.

o        The amount per share paid by our founders when they organized our
         company.

o        The requirements of Rule 419 and the amount needed to recover the
         out-of-pocket costs of this offering.


o        The general economics of transactions involving public shells.

o        The general condition of the equity markets.

     Many of these factors are  inherently  subjective and others are subject to
change based on uncertain future events. Accordingly,  the offering price of our
shares must be considered arbitrary.


                                 USE OF PROCEEDS

     We will receive total  proceeds of $20,000 from the sale of our shares.  Of
this  amount,  $18,000  (90%) will be retained in the Rule 419 escrow and $2,000
(10%) will be released to us. We expect to pay approximately $24,662 in offering
costs in connection with this offering.  Therefore,  this offering will not be a
significant  source  of cash that can be used to  finance  our  operations.  The
following table summarizes the use of proceeds from this offering.


                                                                            
        -------------------------------------------------------------- --------------------------
        Subscription proceeds                                          $20,000
        -------------------------------------------------------------- --------------------------
        -------------------------------------------------------------- --------------------------
        Proceeds transferred to Rule 419 escrow                        $18,000
        -------------------------------------------------------------- --------------------------
        -------------------------------------------------------------- --------------------------
        Proceeds used to pay offering expenses                         $2,000
        -------------------------------------------------------------- --------------------------
        -------------------------------------------------------------- --------------------------
        Proceeds available for use in our business                     --
        -------------------------------------------------------------- --------------------------
        -------------------------------------------------------------- --------------------------
        Total uses of subscription proceeds                            $20,000
        -------------------------------------------------------------- --------------------------



     The Rule 419 escrow will be held by ___________,  as escrow agent,  pending
the completion of a business combination. The escrowed funds may only be held in
the form of insured bank deposits,  open-end  money market funds,  or short-term
U.S. Government  securities.  The escrowed funds may not be used for any purpose
until  we have  complied  with the  requirements  of Rule  419 and  completed  a
business combination.  The proposed uses of the escrowed funds will be described
in our final  prospectus  and  distributed  to investors in connection  with our
reconfirmation offering.

     After completing this offering, paying current liabilities and establishing
the Rule 419 escrow,  we will have  approximately  $73,266 in operating cash. We
will use this cash to pay the expenses  associated  with  operating our company,
investigating  business  opportunities,  negotiating a business  combination and
preparing a post-effective  amendment to our registration statement. We will not
pay any fees or other cash  compensation  to any of our  officers,  directors or
advisors, or any of their affiliates.

     We  expect  to incur  recurring  expenses  for the fees of our  independent
auditors  and we may be  required  to make  substantial  cash  payments to other
experts we hire to assist in our investigations.


                          DIVIDEND AND DIVIDEND POLICY

     We have never  declared  or paid any  dividends  on our  shares.  We do not
anticipate  paying  any  dividends  in  the  foreseeable   future.   Any  future
determination  to pay  dividends  will  be at the  discretion  of the  board  of
directors  and will be dependant  upon our  financial  condition  and such other
factors as the board of directors deem relevant.



                                 CAPITALIZATION

         The following table sets forth our capitalization as of May 30, 2003.


                                                                               
- ------------------------------------------------------- ------------- -----------------------------------------
Rule 419 Escrow Data                                       Actual         Pro forma as after This offering
- ------------------------------------------------------- ------------- -----------------------------------------
- ------------------------------------------------------- ------------- -----------------------------------------
Cash in Rule 419 Escrow (1)                                  --                       $18,000
- ------------------------------------------------------- ------------- -----------------------------------------
- ------------------------------------------------------- ------------- -----------------------------------------
Shares in Rule 419 Escrow (2)                                --                      2,000,000
- ------------------------------------------------------- ------------- -----------------------------------------
- ------------------------------------------------------- ------------- -----------------------------------------
Capitalization Data                                        Actual      Pro forma as after adjustment for this
                                                                              offering stock issuance
- ------------------------------------------------------- ------------- -----------------------------------------
- ------------------------------------------------------- ------------- -----------------------------------------
Long-term debt                                               --                          --
- ------------------------------------------------------- ------------- -----------------------------------------
- ------------------------------------------------------- ------------- -----------------------------------------
Common  stock,  $0.01 par  value,  100,000,000  shares
authorized,
- ------------------------------------------------------- ------------- -----------------------------------------
- ------------------------------------------------------- ------------- -----------------------------------------
10,000,000 shares outstanding at May 30, 2003             $100,000                   10,000,000
- ------------------------------------------------------- ------------- -----------------------------------------
- ------------------------------------------------------- ------------- -----------------------------------------
2,000,000 shares outstanding after offering                                          2,000,000
- ------------------------------------------------------- ------------- -----------------------------------------
- ------------------------------------------------------- ------------- -----------------------------------------
Additional paid-in capital                                                             20,000
- ------------------------------------------------------- ------------- -----------------------------------------
- ------------------------------------------------------- ------------- -----------------------------------------

- ------------------------------------------------------- ------------- -----------------------------------------
- ------------------------------------------------------- ------------- -----------------------------------------
Total stockholders' equity                                $100,000                    $120,000
- ------------------------------------------------------- ------------- -----------------------------------------
- ------------------------------------------------------- ------------- -----------------------------------------
Total capitalization                                      $100,000                    $120,000
- ------------------------------------------------------- ------------- -----------------------------------------



                                    DILUTION

     The escrow agent will hold 90% of the subscription proceeds in the Rule 419
escrow until after a business  combination is negotiated.  At that time, we will
give every  investor an  opportunity  to make a new  investment  decision on the
basis  of  additional  information.  If any  investor  does  not  reconfirm  his
investment  decision after receiving our final prospectus for our reconfirmation
offering,  the  escrow  agent  will  promptly  refund  his pro rata share of the
escrowed funds.  Under these  circumstances,  we believe a traditional  dilution
analysis  has  limited  utility.   The  following  discussion  includes  both  a
traditional dilution analysis and a comparison of relative risks and rewards.

Traditional Dilution Analysis

     Dilution is a reduction in the value of a purchaser's investment, generally
measured by the difference  between the purchase price and the net tangible book
value of the shares after the purchase takes place.  The net tangible book value
of a share is  equal  to the  stockholders'  equity  (deficit),  as shown on our
balance  sheet,  less  intangible  assets,  divided  by  the  number  of  shares
outstanding.  Our net  tangible  book value as of May 30, 2003 was  $95,928,  or
approximately $0.0096 per common share.

     After giving immediate effect to our sale of 2,000,000 shares for cash, the
transfer  of  $18,000  to the Rule 419  escrow  and the  payment  of  $24,662 in
offering  costs,  our pro forma net tangible book value as of May 30, 2003 would
have been approximately  $77,594 or approximately $0.0065 per common share. This
represents  a dilution of  approximately  $0.0035 per share,  or 35%, in the net
tangible  book  value  of the  shares  we are  offering  to  investors.  It also
represents a dilution of approximately  $0.0036 per share, or 32.30%, in the net
tangible book value of shares held by our existing  stockholders.  The following
table illustrates this dilution:



                                                                                       

Public offering price per share
       Less: Mandatory deposit to Rule 419 Escrow                                            $0.01


          Net public offering price per share                                              ($0.009)      $0.001

Net tangible book value at May 30, 2003                                                    $0.0096
     Dilution to existing stockholders from offering
                                                                                          ($0.0031)
          Pro forma net tangible book value per share after this                                         $0.0065
offering

Dilution in the net tangible book value per share of stock                                               $0.0035
purchased by new investors



Comparison of Risks and Rewards

     After giving  effect to the creation of the Rule 419 escrow,  the following
table  summarizes the differences in the number of shares purchased and the cash
placed at risk in our business by our existing  stockholders  and the  investors
who purchase shares in this offering.


                                                                                           

- ----------------------------- ------------------------------ ------------------------------ ----------------------
                               Number of shares purchased    Amount of cash placed at risk      Cash at risk
                                                                                                  per share
- ----------------------------- ------------------------------ ------------------------------ ----------------------
- ----------------------------- -------------- ------------ -- -------------- -- ------------ ----------------------
                              Number         Percent         Amount            Percent
- ----------------------------- -------------- ------------ -- -------------- -- ------------ ----------------------
- -------------------------- -- -------------- ------------ -- -------------- -- ------------ -- -------------------
Founding stockholders         10,000,000     83.33%          $100,000          83.00%                $0.01
- -------------------------- -- -------------- ------------ -- -------------- -- ------------ -- -------------------
- -------------------------- -- -------------- ------------ -- -------------- -- ------------ -- -------------------
New investors                 2,000,000      16.66%          $20,000           16.00%                $0.01
- -------------------------- -- -------------- ------------ -- -------------- -- ------------ -- -------------------
- -------------------------- -- -------------- ------------ -- -------------- -- ------------ -- -------------------
Total                         12,000,000     100.00%         $120,000          100.00%               $0.01
                              ==========     ======          ========          ======                =====
- -------------------------- -- -------------- ------------ -- -------------- -- ------------ -- -------------------



     The average cash price paid for the 10,000,000  shares of common stock that
will be held by "insiders" is $0.01 per share.  This cash  contribution is equal
to 83.00% of the cash placed at risk in our  business by the  purchasers  of the
shares offered hereby.


     It is impossible to predict whether a business  combination will ultimately
result in significant  "dilution" to the persons who purchase the shares offered
hereby.  If the target has a weak  balance  sheet,  a business  combination  may
result  in  significant  dilution  to the cash  purchasers.  If a  target  has a
relatively  strong balance sheet,  there may be no dilution.  If necessary,  our
post effective amendment and the prospectus for our reconfirmation offering will
include a traditional dilution discussion.




     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
                                  OF OPERATIONS

Introduction

     We were  incorporated  on April 8, 2002.  On April 24,  2002,  our  founder
purchased 10,000 shares of our common stock, par value of US$1.00for  $10,000 in
cash in connection with the  organization of our company.  On August 1, 2002 the
authorized  capital was subdivided  from 50,000 shares or US$1.00 par value into
500,000 shares of US$0.10 par value. On May 12, 2002, the authorized capital was
increased  to  US$1,000,000  divided  into  100,000,00  share of common stock at
US$0.01 par value. On May 12, 2002, the founder purchase an additional 9,000,000
shares of common stock for US$90,000.  After paying $4,072 in organizational and
administrative  expenses , we have $95,928 in cash and no other tangible  assets
at the date of this prospectus.

     We are a blank check  company.  The purpose of this offering is to create a
"public  shell" that will  attempt to  negotiate a business  combination  with a
target that has both business history and operating  assets. We will not be able
to implement our business plan unless this offering is successfully completed.

     We have not  engaged in any  business  activities  to date,  and we have no
specific plans to engage in any particular  business in the future.  We have not
received any operating  revenue or incurred any  operating  expenses to date. We
will not commence our proposed  business  activities  until after the successful
completion of this offering.

     We are  offering  2,000,000  shares  to the  public at a price of $0.01 per
share.  If this  offering  is  successfully  completed,  we will  receive  total
subscription  proceeds  of  $20,000.  Of  this  amount,  $18,000  (90%)  will be
deposited  in the Rule 419 escrow and $2,000  (10%) will be  released  to us. We
expect to pay  approximately  $24,662 in out-of-pocket  costs in connection with
this offering. Therefore, this offering will not be a significant source of cash
that  can be used  to  finance  our  operations.  This is a  "self-underwritten"
offering and our officers and  directors  will attempt to sell the shares to the
public without the assistance of a professional underwriter.

IMPACT OF RULE 419

     We are subject to the requirements of Rule 419. Therefore,  we must deposit
at least 90% of the  subscription  proceeds in a Rule 419  escrow.  The Rule 419
escrow will be held by ___________, as escrow agent, pending the completion of a
business combination.

The escrowed funds may not be used for any purpose until we have:

o        Negotiated a business combination with a suitable target.

o        Filed a post-effective amendment to our registration statement.

o        Delivered a final prospectus to each purchaser that contains the
         detailed information, including financial statements, specified in
         Rule 419, specifies the time period for the reconfirmation offer,
         reminds investors that a failure to reconfirm a subscription will be
         treated as a refund request; and specifies the reconfirmation threshold
         that must be reached before the proposed business combination can
         close.


o        Conducted a reconfirmation offering where each purchaser is given not
         less than 20 nor more than 45 days to confirm his intent to remain a
         stockholder in writing.

o        Closed a business combination in accordance with the terms disclosed in
         our final prospectus.

     If any  purchaser  of  shares  fails to  reconfirm  his  intent to remain a
stockholder  within the period  specified  in our final  prospectus,  the escrow
agent will automatically refund that purchaser's share of the escrowed funds. If
we fail to meet the reconfirmation  threshold within the period specified in our
final  prospectus,  the escrow agent will  automatically  distribute  all of the
escrowed  funds  to  investors  and  return  all  stock  certificates  to us for
cancellation.

Plan of Operations

     After completing this offering,  paying  organizational  and administrative
expenses and establishing the Rule 419 escrow,  we expect to have  approximately
$73,266 in operating cash. We will use this cash to pay the expenses  associated
with operating our company, investigating business opportunities,  negotiating a
business combination and preparing one or more post-effective  amendments to our
registration statement. We will not pay any cash fees or other cash compensation
to any of our officers, directors or advisors, or any of their affiliates.

     While our  officers  and  directors  have many of the  skills  required  to
implement our business plan, we expect to incur recurring  expenses for the fees
of our independent  auditors and legal counsel.  We may also be required to make
substantial   cash   payments  to  other  experts  we  hire  to  assist  in  our
investigations.

     We  intend to  request  a due  diligence  fee  before  we begin a  detailed
investigation into the affairs of a potential target.  There can be no assurance
that any potential  target will be willing to pay a due diligence fee. There can
be no assurance  that any due  diligence  fees we receive will be  sufficient to
offset  the   out-of-pocket   costs  we  will  incur  in  connection   with  our
investigations.  We  believe  our  available  cash  will  be  adequate  for  our
anticipated  needs.  Nevertheless,  we may  run  out of  money  if a  particular
investigation   requires  significant  technical  expertise,   or  if  we  spend
substantial  amounts  investigating  an opportunity  and then determine that the
company will not be suitable for a business combination.

     We will not be able to rely on the  exemptions  provided by Securities  and
Exchange Commission  Regulation D and Section 4(2) of the Securities Act of 1933
until  after we have  complied  with the  requirements  of Rule 419 and closed a
business combination.  Therefore,  we will not be able to sell additional equity
securities to augment our working capital.  While we have the corporate power to
borrow money, credit is not likely to be available. Our officers,  directors and
principal  stockholders  have no duty to loan funds to our company.  If we spend
our  available  cash and are unable to obtain  additional  financing,  we may be
forced to abandon our business plan and refund the money in the Rule 419 escrow.


                                    BUSINESS

HISTORY AND ORGANIZATION


     We were  incorporated  in the British  Virgin  Islands on April 8, 2002. To
date, our corporate  activities have been limited to completing our organization
and preparing our registration statement. We have not engaged in any substantive
business  activities  to date and we have no  specific  plans to  engage  in any
particular  business in the future.  The purpose of this offering is to create a
"public  shell" that will  attempt to  negotiate a business  combination  with a
suitable target that has both business history and operating assets.

OUR BUSINESS GOALS

     We are a blank check company.  Our business goal is to increase stockholder
value by concluding a business  combination  where the expected  market value of
the stock of the combined  companies  will be greater than the offering price of
the shares  described  in this  prospectus.  We have not engaged in any business
activities  to date and we have no  specific  plans to engage in any  particular
business  in the  future.  We will not  focus  our  search  for a target  in any
particular industry.  Our business plan is entirely contingent on the success of
this offering.

     We do not believe  that the funds  deposited in the Rule 419 escrow will be
sufficient  to finance  the  ongoing  operations  of any target we may  acquire.
Therefore, we do not intend to enter into a business combination with any target
that has an immediate  need for  substantial  additional  capital.  We intend to
issue the acquisition  shares in exchange for the assets or outstanding stock of
our eventual  target.  These stock issuances are likely to result in a change in
control.  Therefore,  we will  not be able to  effect  more  than  one  business
combination.

     Our current  officers and directors will have broad discretion with respect
to the selection of a target and the negotiation of a business combination. They
also have the voting power to  unilaterally  approve all corporate  transactions
until we complete a business  combination.  You will have no effective  voice in
decisions made by our company.  Nevertheless,  the  subscription  reconfirmation
requirements  of Rule 419 will give you the ultimate power to decide whether you
want to remain a  stockholder,  or obtain a refund of your pro rata share of the
funds in the Rule 419 escrow.

     After the completion of a business  combination,  we expect that the shares
of the combined  companies  will be eligible  for  quotation on the OTC Bulletin
Board, an automated  inter-dealer quotation system for equity securities that is
sponsored  and operated by the NASD.  We cannot give you any  assurance  that an
active trading market will develop for the stock of the combined  companies.  We
cannot predict the future market prices for the stock of the combined companies.
If a public  market for the shares  develops,  it is likely to be  illiquid  and
volatile. If large quantities of the stock of the combined companies are offered
for sale at the same time,  it will be  difficult  to  establish  or  maintain a
stable market and the price is likely to fall. We believe the limitations on the
number of shares that will be sold to a particular  investor and the contractual
restrictions  on resale  that are  applicable  to our  officers,  directors  and
advisors will help to minimize market volatility.

OVERVIEW OF SHELL TRANSACTIONS

     The two most  common  ways  for a  private  company  to "go  public"  are a
traditional initial public offering,  or IPO, and a business  combination with a
public shell. Most private companies that decide to go public do so because they
need to raise capital for operations or expansion. But financing is not the only
reason that private companies decide to go public. Other common reasons include:


o        Creating an "alternative currency" (i.e., publicly traded shares) that
         can be used for acquisitions.

o        Facilitating equity-based compensation, management succession and
         retirement plans.

o        Facilitating estate planning and establishing a "market value."

o        Providing investment liquidity and preparing a foundation for future
         financing activities.  In cases where the primary motive is a current
         need for capital, we believe a traditional IPO is the only prudent
         course of action.  In other cases, however, we believe it is important
         for a private company to carefully weigh the pros and cons of each
         alternative.  The following table highlights some of the differences
         we believe a private company should consider before deciding between
         an IPO and a business combination with an existing shell.


                                                                        

- ---------------------------------------------------------- -------------------------------------------------------
Characteristics of IPO Market                              Characteristics of Business Combination Market
- ---------------------------------------------------------- -------------------------------------------------------
- ---------------------------------------------------------- -------------------------------------------------------
An IPO usually generates substantial cash proceeds.        Business   combinations   do  not   usually   generate
                                                           substantial cash proceeds.
- ---------------------------------------------------------- -------------------------------------------------------
- ---------------------------------------------------------- -------------------------------------------------------
The IPO market can be very  "trendy," and if a company is  The business  combination  market is  frequently  less
not  in  a  "hot"   industry  it  can  be   difficult  or  concerned with current trends.
impossible to conduct an IPO.
- ---------------------------------------------------------- -------------------------------------------------------
- ---------------------------------------------------------- -------------------------------------------------------
Secondary  markets  develop  rapidly,   the  markets  are  Secondary   markets  develop   slowly,   liquidity  is
generally  liquid  and there is  usually  a good  balance  frequently  a  problem  and  there  are  usually  more
between sellers and buyers.                                sellers than buyers.
- ---------------------------------------------------------- -------------------------------------------------------
- ---------------------------------------------------------- -------------------------------------------------------
The  IPO  market  is very  sensitive  to  current  market  The business  combination  market has less sensitivity
conditions  and deals are  frequently  aborted or delayed  to  current  market  conditions  and  deals  are  less
at a relatively late stage in the process.                 likely to be aborted or delayed in their final stages.
- ---------------------------------------------------------- -------------------------------------------------------
- ---------------------------------------------------------- -------------------------------------------------------
The  IPO  market  has a high  degree  of  visibility  and  The business  combination  market has  relatively  low
companies  that complete an IPO find it  relatively  easy  visibility  and  companies  frequently  find  it  more
to develop "institutional" interest in their stock.        difficult  to  develop  "institutional"   interest  in
                                                           their stock.
- ---------------------------------------------------------- -------------------------------------------------------
- ---------------------------------------------------------- -------------------------------------------------------
Because of the  intense  competition  and  extensive  due  Companies  that  engage  in  shell   transactions  are
diligence  associated  with  the IPO  process,  companies  generally  viewed  with  skepticism  for  an  extended
that  complete  an  IPO  are   frequently   perceived  as  period of time.
substantial and credible.
- ---------------------------------------------------------- -------------------------------------------------------



     The  generic  term  "public  shell" can be used to  describe  any  existing
company that (1) has no substantial ongoing business activities, (2) has a large
or widely  held  stockholder  base,  and (3) has  outstanding  stock that may be
lawfully resold in the public securities  markets by the existing  stockholders.
Within this broad definition, there are substantial variations in the structure,
value and  overall  utility of public  shells.  The factors  that are  typically
considered when  evaluating the overall utility and value of a particular  shell
include:





                                                
- ----------------------------------- ------------------------------------------------------------------------------
Control Status                      Public  shells  that can  offer a  controlling  interest  to the  owners of a
                                    target are  generally  more  desirable  than shells  that cannot  implement a
                                    change in control.
- ----------------------------------- ------------------------------------------------------------------------------
- ----------------------------------- ------------------------------------------------------------------------------
Regulatory Status                   Public shells that are  registered  with the SEC are generally more desirable
                                    than shells  that will be  required  to register  with the SEC at some future
                                    date.
- ----------------------------------- ------------------------------------------------------------------------------
- ----------------------------------- ------------------------------------------------------------------------------
1933 Act Registration               Public shells that have the ability to issue  registered  stock in connection
                                    with a business  combination  are generally  more  desirable than shells that
                                    can only issue restricted stock.
- ----------------------------------- ------------------------------------------------------------------------------
- ----------------------------------- ------------------------------------------------------------------------------
Trading Status                      Public shells that are listed for trading or eligible for  immediate  listing
                                    are generally  more  desirable  than shells that will be required to pursue a
                                    listing at a future date.
- ----------------------------------- ------------------------------------------------------------------------------
- ----------------------------------- ------------------------------------------------------------------------------
                                    Public shells that have available  resources,  particularly  cash  resources,
Available Resources                 are generally more desirable than shells that have no available resources.
- ----------------------------------- ------------------------------------------------------------------------------
- ----------------------------------- ------------------------------------------------------------------------------
Prior Operations                    Public  shells that have no prior  operations  are generally  more  desirable
                                    than shells  that have prior  operations  and the  potential  for  contingent
                                    liabilities.
- ----------------------------------- ------------------------------------------------------------------------------
- ----------------------------------- ------------------------------------------------------------------------------
Stock Distribution                  Public shells that have a substantial  number of existing  stockholders and a
                                    relatively even  distribution of stock ownership are generally more desirable
                                    than shells that have a small number of  stockholders,  or a few stockholders
                                    who control large blocks of stock.
- ----------------------------------- ------------------------------------------------------------------------------


     While  our  officers  and  directors  believe  that  suitable  targets  are
available, we have not commenced negotiations with any potential targets or made
any  commitments  to enter  into  negotiations.  We do not  intend  to begin any
negotiations until we complete this offering. If an acquisition becomes probable
before we complete  this  offering,  Rule 419 will  require  that we suspend the
offering,  file a  post-effective  amendment to our  registration  statement and
conduct our reconfirmation offering.

     In developing a structure  for our company and the terms of this  offering,
we have  endeavored  to maximize  our  prospective  competitive  advantages  and
minimize  our  prospective  competitive  disadvantages.  If we can  successfully
complete this  offering,  we believe our company will have a strong  competitive
position when compared with other available public shells. We can provide you no
assurances,  however,  that  prospective  targets will find our  structure  more
desirable than competitive shells.

ADMINISTRATION OF OUR AFFAIRS

     Li Sze Tang has been  hired to  serve as our  president  and  director  and
manage  the  implementation  of  our  business  plan.  He  will  assist  in  the
identification  and investigation of potential  targets.  Mr. Li is specifically
authorized  and  obligated  to (i) manage  the  administrative,  accounting  and
reporting functions  associated with our day-to-day  operations,  (ii) assist in
the identification  and investigation of potential targets,  and (iii) assist in
the negotiation of a business combination agreement.

     Li Sze Tang's  only  compensation  will be a variable  interest in the cash
proceeds, if any, received by Mr. Li from his resale of the founder's shares.

Selecting a Target and Structuring a Business Combination

     We anticipate  that  potential  targets will be brought to our attention by
our  officers  and  directors,  and  various  unaffiliated  sources,   including
broker-dealers,  investment  bankers,  venture  capitalists,  bankers  and other
members of the financial  community,  who may present  solicited or  unsolicited
proposals.  We will not enter into  exclusive  relationships  with  professional
firms that specialize in business  acquisitions.  We may, however, agree to work
with such firms on a non-exclusive basis.

     Our Founder  may sell  10,000,000  founder's  shares in  connection  with a
business combination.  Within these limits, our officers and directors will have
virtually  unlimited  flexibility  and discretion in negotiating  the terms of a
business  combination.  In evaluating a prospective  target, our management will
ordinarily consider the following factors, among others:


o        The target's liquidity, financial condition and results of operation.

o        The target's growth potential and future capital requirements.

o        The nature, competitive position and market potential of the target's
         products, processes or services.

o        The relative strengths and weaknesses of the target's intellectual
         property protection.

o        The education, experience and abilities of management and key
         personnel.

o        The regulatory environment within the target's industry.

o        The market performance of equity securities of similarly situated
         companies in the target's industry.

     The foregoing is not intended as an  exhaustive  list of the factors we may
consider in  connection  with the  evaluation of a potential  target.  While our
evaluation of a particular target will be based, to the extent relevant,  on the
factors listed above,  we will also consider other factors that our officers and
directors  deem relevant  under the  circumstances.  In evaluating a prospective
target,  our management  anticipates that we will conduct a due diligence review
that  will  include,  among  other  things,  meetings  with  management  and key
personnel,  inspection  of  properties  and  facilities,  review of all material
contracts, review of all financial statements and projections, and review of any
other matters that we believe are relevant under the circumstances.

     We intend to request a modest due  diligence fee before we begin a detailed
investigation into the affairs of a potential target.  There can be no assurance
that any potential  target will be willing to pay a due diligence fee. There can
be no assurance  that any due  diligence  fees we receive will be  sufficient to
offset  the   out-of-pocket   costs  we  will  incur  in  connection   with  our
investigations.  We  believe  our  available  cash  will  be  adequate  for  our
anticipated  needs.  Nevertheless,  we may  run  out of  money  if a  particular
investigation   requires  significant  technical  expertise,   or  if  we  spend
substantial  amounts  investigating  an opportunity  and then determine that the
potential target will not be suitable for a business combination.

     The time, effort and expense required to evaluate a target and to negotiate
a proposed business combination cannot be predicted with any degree of accuracy.
Our officers  and  directors  are not  employees of our company and they are not
required to devote any specific amount of time to our business.  In addition, we
do not have any full time  employees  who will  devote 100% of their time to our
affairs.  If our officers and  directors  are unable to devote  adequate time to
investigation,  due diligence and  negotiations,  we may be unable to identify a
suitable   target,   negotiate  a  business   combination  or  comply  with  the
requirements of Rule 419 in a timely manner.

     We will endeavor to structure a business  combination  so as to achieve the
most  favorable  tax  treatment to us, the target and the  stockholders  of both
companies.  We cannot assure you, however,  that the Internal Revenue Service or
appropriate  state  tax  authority  will  agree  with our tax  treatment  of the
business combination.


Limited Ability to Evaluate Successor Management

     While it is possible  that one or more of our officers and  directors  will
remain  involved in the affairs of the combined  companies,  it is unlikely that
any of them will have  ongoing  executive  or board level  authority.  While our
officers and directors have  substantial  experience in a variety of industries,
we cannot  assure you that our  officers  and  directors  will have  significant
experience or knowledge relating to the operations of a particular target.

     We intend to closely scrutinize the management of a prospective target when
evaluating the desirability of a business combination. However, we cannot assure
you  that  our  assessment  of  the  skills,  qualifications  and  abilities  of
management  will prove to be correct.  In addition,  we cannot assure you that a
prospective   target's   management   will   possess  the   particular   skills,
qualifications and abilities required to effectively manage a public company.

     In  connection  with a proposed  business  combination,  we may require the
target to recruit  additional  personnel to  supplement  its current  management
team.  We cannot  assure you that a  potential  target  will have the ability to
recruit  additional  managers,  or that any new management  team members who are
recruited by a target will have the requisite skills, knowledge or experience.

     Our  post-effective  amendment  and the  final  prospectus  will  include a
summary  information on the identity,  education and experience of the officers,
directors and key personnel of the proposed target.

BUSINESS DIVERSIFICATION IS UNLIKELY

     Under Rule 419, we will be required  to file our  post-effective  amendment
and deliver a final  prospectus  to  investors as soon as we agree to a business
combination or acquisition  with a transaction  value that equals or exceeds 80%
of the subscription proceeds, or $16,000 in the case of this offering.  Since we
intend to issue  acquisition  shares in connection with a business  combination,
any  substantial  acquisitions  will  probably  result in a change  in  control.
Therefore, we will probably not be in a position to make multiple acquisitions.

     In the expected  case, we will not be able to diversify  our  operations or
benefit  from the  possible  spreading  of risks or  offsetting  of losses.  Our
probable  lack  of   diversification   may  subject  us  to  numerous  economic,
competitive  and  regulatory  developments,  any  or  all of  which  may  have a
substantial adverse impact on our future business.  In addition, by consummating
a business  combination with only a single entity, the prospects for our success
may become  dependent upon the  development or market  acceptance of a single or
limited number of products, processes or services. Accordingly, we cannot assure
you that our future operations will prove to be commercially viable.

VALUATION OF TARGETS

     Our ultimate business goal is to increase stockholder value by concluding a
business  combination  where  the  expected  market  value  of the  stock of the
combined  companies  will be  greater  than the  offering  price  of the  shares
described  in this  prospectus.  In  furtherance  of this  goal,  our  board  of
directors  intends to apply  established  metrics that are generally used in the
financial and investment banking  communities to determine the approximate value
of a target  and  negotiate  the terms of a business  combination.  Our board of
directors will  ordinarily  begin its evaluation of a target using the following
objective factors, among others:


o        The target's actual and projected sales.

o        The target's actual and projected results of operations.

o        The target's actual and projected cash flows.

o        The historical book value of the target's assets.

o        The accounting policies used to determine book value.

     In most cases,  our board of directors will then proceed to a consideration
of a variety of  subjective  factors  that can also have a positive  or negative
impact on valuation decisions, including:

o        Overall competitive conditions in the target's industry.

o        The target's competitive position within its industry.

o        The relative risks of the target's development plans.

o        The market valuation of similarly situated public companies.

o        The relative strengths and weaknesses of the target, compared with
         similarly situated public companies.

     Based on their  analysis,  our board of  directors  will reach a conclusion
concerning the fair market value of a target.  It will then attempt to negotiate
a business combination that maximizes  stockholder value. The board of directors
may retain independent experts to assist in the evaluation of a target but it is
not required to do so.

     The valuation of a prospective  target is an inherently  subjective process
that is subject to a substantial  degree of risk and  uncertainty.  Our officers
and  directors  are not  experts  in  investment  banking or the  evaluation  of
businesses.  We can give you no assurance  that our board of  directors  will be
able to accurately  assess the fair market value of a particular  target. We can
give you no assurance  that our board of  directors  will be able to negotiate a
business  combination on terms that are advantageous to our  stockholders.  If a
business  combination is concluded,  we can give you no assurance that the stock
of the combined  companies will ever achieve a market price that is in line with
the value determined by our board of directors.

FINDERS' FEES

     We will not pay any finders' fees,  commissions or similar  compensation to
our officers and directors, or any of their respective affiliates.  We will not,
without the consent of the target,  execute any  agreement  that  obligates  the
combined companies to pay any finders' fees, commissions or similar compensation
in connection with a business combination.


     We have no  resources  that can be used for the direct  payment of finders'
fees. The founder  beneficially ownes 10,000,000  founder's shares. These shares
will be available in  connection  with a business  combination.  If  stock-based
finders' fees are to be paid, they will have to be deducted from the shares that
would  otherwise be available to the owners of a target.  Therefore,  we believe
the owners of the target  should make all  decisions  respecting  the payment of
stock-based finders' fees.

     The  final  prospectus  for our  reconfirmation  offering  will  include  a
detailed description of the material terms of the proposed business combination.
This  description  will include a discussion of the cash payable to our founders
in connection with the sale of their founder's  shares,  the shares that will be
issued or  transferred  to finders and other  professionals  who are directly or
indirectly  involved in the  proposed  transaction,  and the shares that will be
issued or transferred to the current owners of a target.

NO RIGHT TO APPROVE SPECIFIC TERMS

     We do not intend to provide  information to our stockholders  regarding the
potential targets being considered by our management. Our officers and directors
will have the power to  unilaterally  approve  all  corporate  actions  until we
negotiate a business combination.  As a result,  investors in this offering will
have no effective voice in decisions made by our management and will be entirely
dependent  on our  management's  judgment in the  selection  of a target and the
negotiation of the specific terms of a business combination.

     Under  the  laws of the  British  Virgin  Islands,  the  stockholders  of a
corporation  are  not  entitled  to  vote  with  respect  to  a  stock  issuance
transaction  that does not involve a statutory  merger,  even if the transaction
will result in a change in control.  We presently intend to structure a business
combination as an exchange of stock in our company for the assets or outstanding
stock of a target.  Since we do not intend to conduct a statutory  merger with a
target,  we do not intend to seek prior  stockholder  approval of the terms of a
proposed business combination.

     Rule  419  will  not  give  stockholders  voting  rights  that  they do not
otherwise  possess  under  the  laws  of  the  British  Virgin  Islands.  If  we
successfully negotiate a business combination, the transaction will be presented
to our stockholders as an integrated  whole. Each investor will then be required
to make an independent  decision about whether he wants to remain a stockholder.
Investors who do not confirm their intent to remain  stockholders of our company
will  automatically  receive a refund  of their  pro rata  share of the funds on
deposit in the Rule 419 escrow.  If a sufficient  number of investors  reconfirm
their subscriptions, we will proceed to a closing of the business combination.

     Rule 419 does not require that a fixed or  predetermined  percentage of the
investors in this offering  reconfirm  their  subscriptions.  Instead,  Rule 419
leaves that issue to negotiations  between our company and the target. Since the
funds on deposit in the Rule 419 escrow are not  expected  to be  sufficient  to
finance the ongoing  operations of the combined  companies,  it is possible that
the target will decide that the funds are a relatively  unimportant  part of the
overall transaction.  Under these circumstances, a proposed business combination
could  provide  for a  relatively  low  reconfirmation  threshold.  Under  those
circumstances,  investors will not necessarily be able to rely on the collective
business judgment of a large number of investors in making their  reconfirmation
decisions.


COMPETITION

     We expect to encounter intense  competition from other entities that have a
business  objective  similar to ours. Many of these potential  competitors  have
significant  cash  resources that will be available for use following a business
combination.  Others have outstanding warrants and/or stock purchase rights that
can be expected to generate substantial cash for future operations. In addition,
many of our potential competitors possess more experienced  management teams and
greater  technical,   human  and  other  resources  than  we  do.  The  inherent
limitations on our competitive position may give others an advantage in pursuing
the acquisition of a target.  Further,  our obligation to file a  post-effective
amendment  and  conduct  a  reconfirmation  offering  will  probably  delay  the
completion  of a  transaction.  This  obligation  may place us at a  competitive
disadvantage in successfully negotiating a business combination.

FACILITIES AND PROPERTY

     We have no  facilities  or  property.  First  Asia  International  Holdings
Limited ("First Asia") has agreed to provide all necessary office facilities for
our  company.  First Asia will not be entitled to receive any direct or indirect
cash fees from our  company,  any  target,  or any  affiliate  of a target.  Our
officers and directors  believe the facilities to be provided by First Asia will
be adequate for our needs until we negotiate a business combination and complete
our reconfirmation offering.

EMPLOYEES

     We have no  employees.  First  Asia has  agreed to  provide  all  necessary
administrative  staff for our company.  Our officers and directors  believe that
First Asia's existing  administrative staff will be adequate for our needs until
we negotiate a business combination and complete our reconfirmation offering.

PERIODIC REPORTING AND AUDITED FINANCIAL STATEMENTS

     We have  filed a Form F-1  registration  statement  for this  offering  and
expect that the  combined  companies  will  register  our common stock under the
Securities Act of 1933 upon completion of a business combination.  Therefore, we
will be subject to the reporting  requirements of the Securities Exchange Act of
1934,  including the requirement that we file annual and quarterly  reports with
the SEC. In accordance  with the  requirements of Rule 419, we intend to furnish
to our stockholders annual reports containing  financial  statements audited and
reported on by our independent accountants.

     We will not enter into a business combination  agreement with a target that
does  not  have  audited  financial   statements  meeting  the  requirements  of
Regulation S-X. In connection with our reconfirmation  offering, we will deliver
a final  prospectus to investors  that  includes,  among other  things,  audited
financial statements for the target and pro forma financial  information for the
combined companies.


                                   MANAGEMENT

Officers and Directors

         The following table identifies our directors and executive officers.


                                                                                    
        ------------------------------------ --------------------------------- ----------------------------------
                       Name                                Age                             Position
        ------------------------------------ --------------------------------- ----------------------------------
        ------------------------------------ --------------------------------- ----------------------------------
        Mr. Li Sze Tang                                     44                             Director
        ------------------------------------ --------------------------------- ----------------------------------
        ------------------------------------ --------------------------------- ----------------------------------
        Mr. Wilson Cheung                                   29                             Director
        ------------------------------------ --------------------------------- ----------------------------------


         The following is a brief account of the business experience of each of
 our directors and executive officers.


     Mr. Li Sze Tang has  approximately  twenty years of  experience  in various
aspects of finance and  investments.  He  received a Master's  degree in science
from  the  Imperial  College  of  Science,  Technology  and  Medicine  from  the
University  of London  and a  Master's  degree in  Economic  Law from  Zhongshan
University,  PRC. He is a Fellow  Member of Chartered  Institute  of  Management
Accountants, the United Kingdom and the Hong Kong Society of Accountants .

     Mr. Cheung has more than five years'  working  experience in the investment
banking and corporate finance areas. Mr. Cheung is  engaging in the provision of
corporate finance,  financial  advisory,  securities  placement and underwriting
services.  During  the course of his  employment,  Mr.  Cheung had  successfully
assisted a number of  companies  to list on both of the Main Board and GEM board
of the SEHK.  Mr.  Cheung  holds a Bachelor  of Business  degree from  Swinburne
University of Technology, Melbourne of Australia.

BOARD STRUCTURE

     Our certificate of  incorporation  provides that the board of directors may
fix the number of directors by  resolution.  Our current  board  consists of two
members.  Mr. Li Sze Tang,  one of our current  directors own 100% of our voting
stock and was elected to the board in connection  with the  organization  of our
company.  The initial terms of our current  directors will expire on the date of
our  first  annual  meeting  of   stockholders.   Until  we  effect  a  business
combination,  the current members of our board will have sufficient voting power
to re-elect themselves as directors without the approval or consent of the other
stockholders.

BOARD COMMITTEES

     We do not have an audit  committee or a compensation  committee.  We do not
intend to create an audit committee or a compensation  committee until after the
completion of a business combination.

COMPENSATION OF OFFICERS AND DIRECTORS

     Our officers and  directors do not receive any cash  compensation  from us.
Our officers and directors may not ask for or accept any direct or indirect cash
compensation  for services  they perform on behalf of our company.  Our officers
and directors may not ask for or accept any cash  compensation from a target, or
any officer, director,  affiliate or associate of a target.  Notwithstanding the
generality  of the  foregoing,  Mr. Li is a  director  and also a founder of our
company.  In connection  with a business  combination  transaction,  our founder
intends to offer to sell up to  10,000,000  founder's  shares to the owners of a
target.

     Our officers and  directors  may receive  reimbursement  for  out-of-pocket
expenses  they  incur  on  our  behalf.  There  is no  limit  on the  amount  of
reimbursable  expenses and there will be no review of the reasonableness of such
expenses by anyone other than our board of directors.  A detailed  accounting of
these expense  reimbursements  will be included in our post-effective  amendment
and the related prospectus.

POTENTIAL CONFLICTS OF INTEREST

         Investors should be aware of the following potential conflicts of
         interest:


o        Our officers and directors are not employees of our company and they
         are not required to devote any specific amount of time to our business.

o        Our officers and directors are actively involved in other business
         pursuits and will face conflicts of interest in allocating their time
         between our affairs and their other business interests.

o        Our officers and directors intend to become affiliated with entities,
         including blank check companies, and other public shells engaged in
         business activities similar to ours.

o        Our officers and directors may have fiduciary obligations to more than
         one entity.  In such an event they might be obligated to present a
         single opportunity to multiple entities.

o        One of our directors owns founder's shares that will probably be
         offered for sale to others, usually the principals of a target, in
         connection with a business combination.

                  Therefore, it is likely that:

o        A business combination will result in a series of related transactions
         where our company receives property for the any acquisition shares that
         may be sold but our directors receive cash for the founder's shares.

o        Our directors will have a significant conflict of interest if they are
         presented with a situation where the owners of two competing targets
         offer different prices for the founder's shares.

o        Our directors will have a significant conflict of interest if the
         owners of a relatively weak target are willing to pay a relatively
         high price for the founder's shares.

     In general,  officers and directors of a British Virgin Islands corporation
are  obligated  to act in a  manner  that is in,  or not  opposed  to,  the best
interests  of the  stockholders.  We  cannot  assure  you that any of the  above
mentioned conflicts would be resolved in our favor.

     In order to minimize potential  conflicts of interest arising from multiple
corporate affiliations, each of our officers and directors has agreed to present
to us, prior to presentation to any other entity, any business opportunity which
may  reasonably  be required to be presented to us, until we agree to a business
combination. We will not enter into a business combination with any entity where
any of our officers or directors  is the  beneficial  owner of 5% or more of the
entity's common stock.

                             PRINCIPAL STOCKHOLDERS

     The following table contains information on the beneficial ownership of our
common  stock as of May 30, 2003 as  adjusted  to reflect the sale of  2,000,000
shares to the  public  and as  adjusted  to  reflect  the  resale of  10,000,000
founder's  shares  in  connection  with  a  business   combination.   The  table
identifies:

o        Each person known by us to be the owner of more than 5% of the
         outstanding shares of common stock.


o        Each of our officers and directors.

o        All our officers and directors as a group.

     Unless otherwise indicated,  we believe that all persons named in the table
have sole voting and investment power with respect to the shares of common stock
beneficially owned by them.


                                                                                          
- ------------------------------ --------------------------- --------------------------- ---------------------------
Names and Address of           Before This Offering        After This Offering (1)     After Combination (1)
Beneficial Owner
- ------------------------------ --------------------------- --------------------------- ---------------------------
- ------------------------------ ------------- ------------- ------------- ------------- ------------- -------------
                                  Shares       Percent        Shares       Percent        Shares       Percent
- ------------------------------ ------------- ------------- ------------- ------------- ------------- -------------
- ------------------------------ ------------- ------------- ------------- ------------- ------------- -------------
        Li Sze Tsang            10,000,000       100%       10,000,000      83.33%          0             0%
- ------------------------------ ------------- ------------- ------------- ------------- ------------- -------------
- ------------------------------ ------------- ------------- ------------- ------------- ------------- -------------

- ------------------------------ ------------- ------------- ------------- ------------- ------------- -------------
Note:Mr.LI is the 100% beneficial owner of First Asia International Holdings Limited.



     Each  of  the  Company's  officers  and  directors  may be  deemed  to be a
"promoter"  of our  company as that term is defined in Rule 12b-2 of the General
Rules of the Securities and Exchange Commission promulgated under the Securities
Exchange Act of 1934.


                              CERTAIN TRANSACTIONS

     All ongoing  transactions  between us and any of our officers and directors
or their respective affiliates,  as well as any future transactions,  will be on
terms that we believe are no less  favorable than the terms that could have been
negotiated with unaffiliated third parties.  All related party transactions will
require prior  approval from a majority of the members of our board of directors
who do not have an interest in the transaction.


                            DESCRIPTION OF SECURITIES

General

     We are authorized to issue  100,000,000  shares of common stock,  par value
$0.01. As of the date of this prospectus,  10,000,000 shares of common stock are
outstanding, held of record by First Asia International Holdings Limited.

     After the  completion of a business  combination,  we will have  88,000,000
shares of authorized and unissued  common stock.  These  authorized and unissued
shares  may be issued  without  stockholder  approval  at any time,  in the sole
discretion of our board of directors.  The authorized and unissued shares may be
issued for cash, to acquire  property or for any other purpose that is deemed in
the best  interests  of our  company.  Any decision by the board of directors to
issue additional  shares of common or preferred stock will reduce the percentage
of our  stockholders'  equity that will be held by the  purchasers of the shares
and could result in dilution of our net tangible book value.

Common Stock

     Our  stockholders are entitled to one vote for each share held of record on
all matters to be voted on by stockholders.  There is no cumulative  voting with
respect to the election of  directors,  with the result that the holders of more
than 50% of the shares voted for the election of directors  can elect all of the
directors.  Our stockholders  are entitled to receive  dividends when, as and if
declared  by our  board  out of funds  legally  available.  In the  event of our
liquidation, dissolution or winding up, our stockholders, except as noted in the
next sentence,  are entitled to share ratably in all assets remaining  available
for  distribution  to them after payment of liabilities  and after provision has
been made for each class of stock,  if any,  having  preference  over the common
stock. Upon our failure to effect our initial business combination, our existing
stockholders have agreed to waive their rights to share in any such distribution
with respect to common stock owned prior to the offering.  Our stockholders have
no  conversion,  preemptive  or other  subscription  rights,  and  there  are no
redemption  provisions  applicable to the common stock.  All of the  outstanding
shares of common stock are fully paid and nonassessable.


Dividend Policy

     We have never paid or  declared  dividends  on our common  stock and do not
intend to pay  dividends  before we  complete a business  combination.  After we
complete a business combination, a new management team will probably control our
dividend policy. Our company is not likely to pay cash dividends for an extended
period of time,  if ever.  You should  not  purchase  our shares if you  require
current income from your investments.

Status of Investors' Shares Delivered to Escrow Agent

     The cash in the Rule 419 escrow will not be an asset of our  company  until
after the reconfirmation offering. Under the laws of the British Virgin Islands,
the shares sold to investors and delivered to the escrow agent will be deemed to
be fully paid and nonassessable  stock. Such shares will, however, be subject to
the  subscription  reconfirmation,   Rule  419  escrow  and  additional  payment
requirements discussed in this prospectus.

Transfer Agent

     You will not be able to sell, pledge or otherwise  transfer your shares, or
any interest therein,  until we have complied with Rule 419 and the escrow agent
has mailed your stock  certificate to you. We do not intend to retain a transfer
agent  for  our  shares  until  we  have   negotiated  a  business   combination
transaction.  Information  on the  company  that is  selected  to  serve  as our
transfer agent will be included in our final prospectus.


                         SHARES ELIGIBLE FOR FUTURE SALE

General

     Upon the completion of this  offering,  we will have  12,000,000  shares of
common stock  outstanding.  Upon completion of a business  combination,  we will
have up to 12,000,000  shares of common stock  outstanding.  2,000,000 shares of
common stock have been registered pursuant to this registration statement. Prior
to a business  combination  the founder may register his  10,000,000  shares for
resale.  Except as described  below, all of these shares (if all are registered)
will be freely tradable without  restriction or further  registration  under the
Securities Act.

     Under  Rule  144 of  the  Securities  Act of  1933,  the  term  "restricted
securities"  includes stock that has been registered under the Securities Act of
1933,  but is held by a  person  who is an  "affiliate"  of the  issuer  of such
securities. The term "affiliate" is generally defined as any person who directly
or indirectly controls, is controlled by or under common control with the issuer
of the securities. Therefore the term affiliate generally includes all officers,
directors and owners of 10% or more of the issuer's securities.


     A stockholder's  ability to resell  registered  shares of our stock will be
dependent on (a) his status as an  affiliate of our company  before the business
combination,  (b) his status as an affiliate  of the target  before the business
combination,  and (c) his status as an affiliate of the combined companies after
the business combination.  The following sections discuss the general rules that
will be applicable to certain broadly defined groups of stockholders.


                                                           

Shares Eligible for Immediate Resale

- ---------------------------------------------------------- -------------------------------------------------------
Shares Eligible for Immediate Resale (if registered)       10,000,000
- ---------------------------------------------------------- -------------------------------------------------------
- ---------------------------------------------------------- -------------------------------------------------------
Shares sold to the public                                  2,000,000 shares that will be sold to the public.
- ---------------------------------------------------------- -------------------------------------------------------



     In general,  the shares issued to the public, our  non-affiliated  advisors
and the  non-affiliated  stockholders  of the target  will not be subject to any
restrictions on resale under federal securities laws.

Shares Eligible for Resale, but Subject to Rule 144 for 1 year


                                                            
- ---------------------------------------------------------- -------------------------------------------------------
- ---------------------------------------------------------- -------------------------------------------------------
Acquisition  shares  issued to  affiliates  of target who  An  indeterminate  number of  acquisition  shares that
are not affiliates of the combined companies               may be issued to  persons  who are  affiliates  of the
                                                           target  but  are  not   affiliates   of  the  combined
                                                           companies.
- ---------------------------------------------------------- -------------------------------------------------------



     In general,  the registered  shares issued to persons who are affiliates of
our company or the target before the business combination but are not affiliates
of the combined  companies after the business  combination will be classified as
"control  securities" when they are issued.  The holders of these shares will be
required  to comply with the notice,  manner of sale and volume  limitations  of
Rule 144 for a period of 1 year after the completion of a business  combination.
Thereafter,   they  will  be  allowed  to  resell  their  shares  without  legal
restriction.  All of our officers and directors,  however, will agree in writing
to abide by certain contractual resale restrictions.


                                                            

- ---------------------------------------------------------- -------------------------------------------------------
Shares Subject to Continuing Restrictions
- ---------------------------------------------------------- -------------------------------------------------------
- ---------------------------------------------------------- -------------------------------------------------------
Acquisition shares issued to officers,  directors and 10%  An  indeterminate  number of  acquisition  shares that
stockholders                                               will be issued to persons  who are  affiliates  of the
                                                           combined companies.
- ---------------------------------------------------------- -------------------------------------------------------



     In general,  the registered  shares issued to persons who are affiliates of
the  combined  companies  will be  classified  as  "control  securities."  These
securities  will be  eligible  for  resale  after the  completion  of a business
combination,  but the holders will be required to comply with the notice, manner
of sale and volume limitations of Rule 144 for as long as they remain affiliates
of the combined  companies.  If a person who was  originally an affiliate of the
combined   companies   subsequently   becomes  a  non-affiliated   person,   the
restrictions  on his shares  will  terminate  90 days after the event that gives
rise to the change in status.

Rule 144

     Rule 144  provides a safe harbor  exemption  for the open market  resale of
"restricted  securities." The term "restricted  securities"  generally  includes
securities that were sold in an exempt transaction, or that are held by a person
who is an affiliate of the issuer of the securities.


     For  restricted   securities   acquired  by  non-affiliates  in  an  exempt
transaction,  Rule 144 generally  prohibits resale transactions during the first
year,  permits limited resale  transactions  during the second year, and permits
unrestricted  resale  transactions  after the  securities  have been held for at
least 2 years.

     For restricted  securities acquired by affiliates in an exempt transaction,
Rule 144 generally  prohibits resale transactions during the first year and then
treats those securities as "control securities."

     Under Rule 144 as currently in effect, a holder of "control securities," or
restricted  securities that are eligible for limited resale, will be entitled to
sell within any  three-month  period a number of shares that does not exceed the
greater of either of the following:

o        1% of the number of shares of common stock then outstanding, or

o        The average weekly trading volume of the common stock during the four
         calendar weeks preceding the filing of a notice on Form 144 with
         respect to such sale.

     To the extent that shares of a company are only listed on the OTC  Bulletin
Board or in the "Pink  Sheets"  the 1% limit will be applied  without  regard to
trading  volume.  Sales  under  Rule  144 are also  limited  by  manner  of sale
provisions and notice  requirements  and to the  availability  of current public
information about us.


                              PLAN OF DISTRIBUTION

Conduct of the Offering

     We are  offering  to sell  2,000,000  shares of common  stock for $0.01 per
share.  We will sell the  shares on a "best  efforts,  all or none"  basis for a
period of 90 days from the date of this prospectus. We are currently planning to
conduct the offering without employing a professional underwriter. Therefore, we
do not  expect  to pay  any  underwriters'  discounts,  selling  commissions  or
finders' fees in connection with the offering.

     Our officers and directors  will  personally  distribute  the prospectus to
prospective  investors whom we believe may be interested,  or who have contacted
us expressing an interest in evaluating an investment in our shares.  While each
of our officers and directors is an "associated  person" as that term is defined
in Rule 3a4-1 under the Securities Exchange Act of 1934, they will not be deemed
to be brokers because:

1.       they are not subject to a statutory disqualification as that term is
         defined in Section 3(a)(39) of the Securities Exchange Act;


2.       they will not be compensated in connection with their participation in
         the sale of our shares by the payment of commission or other
         remuneration based either directly or indirectly on transactions in
         securities;

3.       they will be not an associated person of a broker or dealer at the time
         of their participation in the sale of our securities; and

4.       they will restrict their participation to the following activities:

i.       preparing written communications and delivering them through the mails
         or other means that do not involve their oral solicitation of a
         potential purchaser;
ii.      responding to inquiries of a potential purchaser in a communication
         initiated by the potential purchaser, provided however, that the
         content of each response will be limited to information contained in
         our registration statement and this prospectus; and

iii.     performing ministerial and clerical work involved in effecting any
         transaction.


     As of the date of the prospectus,  we have not retained any  broker-dealers
to  assist  in the  sale of the  shares  to  investors.  However,  our  board of
directors has reserved the right to enter into an underwriting contract with one
or more  broker-dealers  on a "best efforts" or "firm  commitment"  basis. If we
ultimately  decide to enter into such an  agreement,  commissions  and  expenses
within the guidelines of the National  Association of Securities Dealers will be
negotiated. In the event we enter into an underwriting or other agreement with a
broker-dealer,  we will halt  sales and file an  amendment  to our  registration
statement. However, we have no present intention of using a broker-dealer.

     We intend to offer  shares to persons who are not  residents  of the United
States,  but only to the  extent  we may  lawfully  do so under  the laws of the
country where the offeree resides. No person or group has made any commitment to
purchase any or all of the shares offered by us.

     We will not approach nor permit  anyone  acting on our behalf to approach a
market  maker or take  any  steps  to  request  or  encourage  a  market  in our
securities  until we have fully complied with the  requirements  of Rule 419 and
forwarded a notice of completion to the escrow agent.  We have not conducted any
preliminary discussions or entered into any understandings with any market maker
regarding a future trading market in our securities, nor do we have any plans to
engage in any discussions.  We do not intend to use consultants to obtain market
makers.  No member of our  management,  no  promoter  or anyone  acting at their
direction  will  recommend,  encourage  or advise  investors  to open  brokerage
accounts with any broker-dealer that makes a market in the shares. Our investors
shall make their own decisions  regarding  whether to hold or sell their shares.
We will not attempt to exercise any influence over investors' decisions.

How to Subscribe

     We will sell the shares on a "best efforts, all or none" basis for a period
of 90 days from the date of this prospectus. Investors may subscribe to purchase
shares by filling in and signing the subscription agreement and delivering it to
us prior to the expiration date. Subscribers must pay $0.01 per share in cash or
by check,  bank draft or postal  express  money order  payable in United  States
dollars  to  "____________  Bank -  Subscription  Escrow  Agent for Apex  Wealth
Enterprises Limited."


     We will deposit your money in a subscription  escrow until we have received
subscriptions  for 2,000,000  shares.  If all 2,000,000 shares are not purchased
within 90 days, we will  terminate the offering and refund your money,  together
with any  interest  we earn on the  subscription  escrow.  When we have sold all
2,000,000  shares and  deposited  $20,000 in our  subscription  escrow,  we will
establish a separate  "Rule 419 escrow" with  _______________  as escrow  agent.
Promptly  thereafter,  we will instruct the subscription escrow agent to release
10% of the  subscription  proceeds to us and  transfer  90% of the  subscription
proceeds,  together with any previously  earned interest income, to the Rule 419
escrow.  The  escrowed  funds will be retained  in the Rule 419 escrow  until we
complete a business  combination  transaction or the escrow agent  disburses the
escrowed funds to investors.

     If we sell  all  2,000,000  shares,  we will  not  separately  account  for
interest earned on the subscription  escrow.  Instead,  all interest income from
the  subscription  escrow  will  be  added  to the  proceeds  of  the  offering.
Thereafter, the amount of escrowed funds on any given date will equal the sum of
(a)  $20,000  in  subscription   proceeds,   (b)  the  interest  earned  on  the
subscription  escrow,  and (c) the interest  earned on the escrowed funds. If we
are required to make a distribution  to investors from the Rule 419 escrow,  the
escrow agent will determine the balance of escrowed funds as of the distribution
date,  and then  divide  that  balance  by  2,000,000  to  arrive at a per share
distribution value.

     Our officers  and  directors  will not be  permitted to purchase  shares in
connection  with this offering.  This  prohibition  will also apply to immediate
family members of our officers and directors who live in the same household.


                                     EXPERTS

     The financial  statements  included in this prospectus have been audited by
PKF,  CPA,  Hong Kong,  independent  public  accountants,  as indicated in their
report on such  financial  statements,  and are included in this  prospectus  in
reliance upon the  authority of said firm as experts in accounting  and auditing
in giving said report.


                                  LEGAL MATTERS

         We are not a party to any legal proceedings.

     Heller Ehrman White & McAuliffe LLP has been primarily  responsible for the
preparation and filing of our registration statement.

     The law firm of Conyers, Dill & Pearman,  British Virgin Islands, has given
us its opinion that upon issuance,  the shares will be duly authorized,  legally
issued, fully paid and non assessable common stock of our company. Conyers, Dill
& Pearman  has not passed on any other  legal  matters in  connection  with this
offering.


                             ADDITIONAL INFORMATION

     We have filed a Form F-1 registration statement under the Securities Act of
1933 with the Securities and Exchange  Commission.  Our  registration  statement
includes certain  exhibits,  schedules and other materials that are not included
in  this  prospectus.  Although  this  prospectus,  which  forms  a part  of the
registration  statement,  contains  all  material  information  included  in the
registration  statement,  other parts of the  registration  statement  have been
omitted as  permitted by rules and  regulations  of the SEC. We refer you to the
registration  statement  and its  exhibits  for  further  information  about our
securities,  this offering and us. The  registration  statement and its exhibits
can be inspected and copied at the SEC's public reference room at:


                           Room 1024, Judiciary Plaza,
                             50 Fifth Street, N.W.,
                          Washington, D.C. 20549-1004,

and at the SEC regional offices located at:

                            Northwest Atrium Center,
                      500 West Madison Street, 14th Floor,
                            Chicago, Illinois 60661.

     The  public  may  obtain  information  about the  operation  of the  public
reference  room by  calling  the SEC at  1-800-SEC-0330.  In  addition,  the SEC
maintains a web site at http://www.sec.gov  that contains our Form F-1 and other
reports,   proxy  and  information  statements  and  information  that  we  file
electronically with the SEC.





                                   APPENDIX I

                            COMPLETE TEXT OF RULE 419
                                (17 CFR 230.419)
                                 Appendix I - 1

Rule 419 -- Offerings by Blank Check Companies

         (a)      Scope of the rule and definitions.

         (1) The  provisions  of this  section  shall  apply to  every
             registration  statement  filed  under  the Act  relating  to an
             offering by a blank check company.

         (2)      For purposes of this section, the term "blank check company"
                  shall mean a company that:

         (i)      Is a development  stage company that has no specific business
                  plan or purpose or has indicated that its business plan
                  is to engage in a merger or acquisition with an unidentified
                  company or companies, or other entity or person; and

         (ii)     Is issuing "penny  stock," as defined in Rule 3a51-1 (17 CFR
                  240.3a51-1)  under the Securities  Exchange Act of 1934
                  ("Exchange Act").

         (3)      For purposes of this section,  the term "purchaser" shall mean
                  any person acquiring securities directly or indirectly
                  in the offering,  for cash or otherwise,  including  promoters
                  or others  receiving  securities as  compensation in
                  connection with the offering.

         (b)      Deposit of securities and proceeds in escrow or trust account

 (1) General.

     (i) Except as  otherwise  provided in this section or  prohibited  by other
applicable law, all securities  issued in connection with an offering by a blank
check  company  and the gross  proceeds  from the  offering  shall be  deposited
promptly into:

     (A) An escrow account maintained by an "insured depository institution," as
that term is defined in section 3(c)(2) of the Federal Deposit Insurance Act (12
U.S.C. 1813(c)(2)); or

     (B) A separate bank account  established  by a broker or dealer  registered
under the Exchange Act maintaining net capital equal to or exceeding $25,000 (as
calculated  pursuant to Exchange Act Rule 15c3-1 (17 CFR  240.15c3-1),  in which
the broker or dealer acts as trustee for persons having the beneficial interests
in the account.

     (ii)  If  funds  and  securities  are  deposited  into  an  escrow  account
maintained by an insured depository institution,  the deposit account records of
the insured depository institution must provide that funds in the escrow account
are held for the benefit of the  purchasers  named and  identified in accordance
with  12  CFR  330.1  of  the  regulations  of  the  Federal  Deposit  Insurance
Corporation,  and the records of the escrow agent,  maintained in good faith and
in the regular course of business, must show the name and interest of each party
to the account. If funds and securities are deposited in a separate bank account
established by a broker or dealer acting as a trustee,  the books and records of
the broker-dealer must indicate the name,  address,  and interest of each person
for whom the account is held.

     (2) Deposit and investment of proceeds.  (i) All offering  proceeds,  after
deduction of cash paid for underwriting  commissions,  underwriting expenses and
dealer  allowances,  and amounts  permitted  to be  released  to the  registrant
pursuant to paragraph  (b)(2)(vi) of this section,  shall be deposited  promptly
into the escrow or trust account;  provided,  however,  that no deduction may be
made for underwriting  commissions,  underwriting  expenses or dealer allowances
payable to an affiliate of the registrant.

     (ii) Deposited  proceeds shall be in the form of checks,  drafts,  or money
orders payable to the order of the escrow agent or trustee.

     (iii) Deposited proceeds and interest or dividends  thereon,  if any, shall
be held for the sole benefit of the purchasers of the securities.

     (iv) Deposited proceeds shall be invested in one of the following:

     (A) An obligation that  constitutes a "deposit," as that term is defined in
section 3(1) of the Federal Deposit Insurance Act (12 U.S.C. 1813 (1));

     (B)  Securities of any open-end  investment  company  registered  under the
Investment  Company Act of 1940 (15 U.S.C.  80a-1 et seq.) that holds itself out
as a money market fund meeting the conditions of paragraphs (c)(2),  (c)(3), and
(c)(4) of 17 CFR 270.2a-7 (Rule 2a-7) under the Investment Company Act; or

     (C) Securities that are direct obligations of, or obligations guaranteed as
to principal or interest by, the United States. NOTE TO SEC.  230.419(B)(2)(IV):
Issuers  are  cautioned   that   investments   in  government   securities   are
inappropriate  unless such securities can be readily sold or otherwise  disposed
of for cash at the time required  without any  dissipation of offering  proceeds
invested.

     (v) Interest or dividends earned on the funds, if any, shall be held in the
escrow or trust  account  until the funds are  released in  accordance  with the
provisions  of this  section.  If funds held in the escrow or trust  account are
released to a purchaser of the securities, the purchasers shall receive interest
or dividends earned,  if any, on such funds up to the date of release.  If funds
held in the escrow or trust account are released to the registrant,  interest or
dividends  earned on such funds up to the date of release may be released to the
registrant.

     (vi) The registrant may receive up to 10 percent of the proceeds  remaining
after  payment of  underwriting  commissions,  underwriting  expenses and dealer
allowances  permitted  by  paragraph  (b)(2)(i)  of this  section,  exclusive of
interest or dividends,  as those proceeds are deposited into the escrow or trust
account.

         (3)      Deposit  of  securities.

     (i) All securities  issued in connection with the offering,  whether or not
for cash  consideration,  and any other  securities  issued with respect to such
securities,  including  securities  issued with respect to stock  splits,  stock
dividends,  or similar  rights,  shall be deposited  directly into the escrow or
trust  account  promptly  upon  issuance.  The identity of the  purchaser of the
securities  shall be  included  on the  stock  certificates  or other  documents
evidencing such securities.  See also 17 CFR 240.15g-8 regarding restrictions on
sales  of,  or  offers  to sell,  securities  deposited  in the  escrow or trust
account.

     (ii) Securities held in the escrow or trust account are to remain as issued
and  deposited  and shall be held for the sole  benefit of the  purchasers,  who
shall have voting  rights,  if any,  with  respect to  securities  held in their
names, as provided by applicable state law. No transfer or other  disposition of
securities  held in the escrow or trust account or any interest  related to such
securities  shall be  permitted  other than by will or the laws of  descent  and
distribution,  or pursuant to a qualified domestic relations order as defined by
the Internal  Revenue Code of 1986 as amended (26 U.S.C. 1 et seq.),  or Title 1
of the Employee  Retirement Income Security Act (29 U.S.C. 1001 et seq.), or the
rules thereunder.

     (iii)  Warrants,  convertible  securities  or other  derivative  securities
relating to  securities  held in the escrow or trust account may be exercised or
converted in accordance  with their terms;  provided,  however,  that securities
received  upon  exercise  or  conversion,   together  with  any  cash  or  other
consideration  paid in connection with the exercise or conversion,  are promptly
deposited into the escrow or trust account.

     (4)  Escrow  or trust  agreement.  A copy of the  executed  escrow or trust
agreement shall be filed as an exhibit to the  registration  statement and shall
contain the provisions of paragraphs (b)(2), (b)(3), and (e)(3) of this section.

     (5) Request for supplemental information. Upon request by the Commission or
the staff,  the registrant  shall furnish as supplemental  information the names
and  addresses  of persons for whom  securities  are held in the escrow or trust
account.

     NOTE TO SEC. 230.419(B):  With respect to a blank check offering subject to
both Rule 419 and Exchange Act Rule 15c2-4 (17 CFR 240.15c2- 4, the requirements
of Rule 15c2-4 are applicable only until the conditions of the offering governed
by that Rule are met (e.g., reaching the minimum in a "part-or-none"  offering).
When those  conditions  are  satisfied,  Rule 419 continues to govern the use of
offering proceeds.

     (c) Disclosure of offering terms. The initial registration  statement shall
disclose the specific terms of the offering, including, but not limited to:

     (1) The terms and  provisions  of the  escrow  or trust  agreement  and the
effect  thereof upon the  registrant's  right to receive funds and the effect of
the escrow or trust agreement upon the purchaser's funds and securities required
to be deposited into the escrow or trust account,  including, if applicable, any
material risk of non-insurance  of purchasers'  funds resulting from deposits in
excess of the insured amounts; and

     (2) The  obligation  of the  registrant  to  provide,  and the right of the
purchaser  to receive,  information  regarding  an  acquisition,  including  the
requirement that pursuant to this section,  purchasers  confirm in writing their
investment in the registrant's  securities as specified in paragraph (e) of this
section.

     (d) Probable acquisition  post-effective amendment requirement.  If, during
any period in which  offers or sales are being made, a  significant  acquisition
becomes probable, the registrant shall file promptly a post- effective amendment
disclosing the information  specified by the applicable  registration  statement
form and Industry Guides,  including financial  statements of the registrant and
the company to be acquired as well as pro forma financial  information  required
by the form and applicable  rules and  regulations.  Where  warrants,  rights or
other  derivative  securities  issued in the initial  offering are  exercisable,
there is a continuous offering of the underlying security.

     (e) Release of deposited and funds securities--(1) Post-effective amendment
for  acquisition   agreement.   Upon  execution  of  an  agreement(s)   for  the
acquisition(s) of a business(es) or assets that will constitute the business (or
a line of  business)  of the  registrant  and for  which  the fair  value of the
business(es) or net assets to be acquired  represents at least 80 percent of the
maximum offering  proceeds,  including  proceeds received or to be received upon
the exercise or  conversion of any  securities  offered,  but excluding  amounts
payable to non-affiliates for underwriting  commissions,  underwriting expenses,
and dealer  allowances,  the registrant  shall file a  post-effective  amendment
that:

     (i)  Discloses the  information  specified by the  applicable  registration
statement  form and  Industry  Guides,  including  financial  statements  of the
registrant  and the company  acquired or to be acquired and pro forma  financial
information required by the form and applicable rules and regulations;

     (ii)  Discloses  the results of the  initial  offering,  including  but not
limited to:

     (A) The gross offering  proceeds  received to date,  specifying the amounts
paid for underwriter  commissions,  underwriting expenses and dealer allowances,
amounts  disbursed  to the  registrant,  and amounts  remaining in the escrow or
trust account; and

     (B) The specific  amount,  use and  application  of funds  disbursed to the
registrant to date, including, but not limited to, the amounts paid to officers,
directors, promoters, controlling shareholders or affiliates, either directly or
indirectly, specifying the amounts and purposes of such payments; and

     (iii)  Discloses  the  terms  of the  offering  as  described  pursuant  to
paragraph (e)(2) of this section.

     (2) Terms of the offering.  The terms of the offering must provide, and the
registrant must satisfy, the following conditions.

     (i)  Within  five   business   days  after  the   effective   date  of  the
post-effective  amendment(s),  the registrant  shall send by first class mail or
other equally prompt means,  to each  purchaser of securities  held in escrow or
trust, a copy of the prospectus  contained in the  post-effective  amendment and
any amendment or supplement thereto;

     (ii) Each  purchaser  shall have no fewer than 20 business days and no more
than 45 business days from the effective date of the post-effective amendment to
notify  the  registrant  in  writing  that the  purchaser  elects  to  remain an
investor.  If the registrant has not received such written  notification  by the
45th business day following the effective date of the post-effective  amendment,
funds and interest or  dividends,  if any,  held in the escrow or trust  account
shall be sent by first class mail or other equally prompt means to the purchaser
within five business days;

     (iii) The acquisition(s) meeting the criteria set forth in paragraph (e)(1)
of this section will be consummated if a sufficient number of purchasers confirm
their investments; and

     (iv) If a  consummated  acquisition(s)  meeting  the  requirements  of this
section has not  occurred by a date 18 months  after the  effective  date of the
initial registration statement,  funds held in the escrow or trust account shall
be returned by first class mail or equally prompt means to the purchaser  within
five business days following that date.

     (3) Conditions for release of deposited securities and funds. Funds held in
the escrow or trust account may be released to the registrant and securities may
be  delivered to the  purchaser or other  registered  holder  identified  on the
deposited securities only at the same time as or after:

     (i) The escrow agent or trustee has received a signed  representation  from
the registrant,  together with other evidence  acceptable to the escrow agent or
trustee,  that the  requirements of paragraphs  (e)(1) and (e)(2)of this section
have been met; and

     (ii)  Consummation  of  an  acquisition(s)   meeting  the  requirements  of
paragraph (e)(2)(iii) of this section.

     (4)  Prospectus  supplement.  If funds and securities are released from the
escrow or trust  account  to the  registrant  pursuant  to this  paragraph,  the
prospectus  shall be supplemented to indicate the amount of funds and securities
released and the date of release.

     NOTES TO SEC. 230.419(E): 1. WITH RESPECT TO A BLANK CHECK OFFERING SUBJECT
TO  BOTH  RULE  419  AND  EXCHANGE  ACT  RULE  10B-9  (17  CFR  240.10B-9),  THE
REQUIREMENTS  OF RULE  10B-9 ARE  APPLICABLE  ONLY UNTIL THE  CONDITIONS  OF THE
OFFERING  GOVERNED  BY THAT  RULE  ARE MET  (E.G.,  REACHING  THE  MINIMUM  IN A
"PART-OR-NONE"   OFFERING).  WHEN  THOSE  CONDITIONS  ARE  SATISFIED,  RULE  419
CONTINUES TO GOVERN THE USE OF OFFERING PROCEEDS.

     2. IF THE  BUSINESS(ES)  OR ASSETS ARE  ACQUIRED  FOR CASH,  THE FAIR VALUE
SHALL  BE  PRESUMED  TO BE  EQUAL  TO THE  CASH  PAID.  IF ALL  OR  PART  OF THE
CONSIDERATION PAID CONSISTS OF SECURITIES OR OTHER NON-CASH  CONSIDERATION,  THE
FAIR VALUE SHALL BE DETERMINED BY AN ACCEPTED STANDARD,  SUCH AS BONA FIDE SALES
OF THE ASSETS OR SIMILAR  ASSETS MADE WITHIN A  REASONABLE  TIME,  FORECASTS  OF
EXPECTED  CASH  FLOWS,  INDEPENDENT  APPRAISALS,  ETC.  SUCH  VALUATION  MUST BE
REASONABLE AT THE TIME MADE.

         (f)      Financial statements. The registrant shall:

     (1) Furnish to security holders audited financial  statements for the first
full fiscal year of operations following consummation of an acquisition pursuant
to paragraph (e) of this section, together with the information required by Item
303(a) of Regulation  S-K (17 CFR  229.303(a)),  no later than 90 days after the
end of such fiscal year; and

     (2) File the  financial  statements  and  additional  information  with the
Commission  under cover of Form 8-K (17 CFR 249.308);  provided,  however,  that
such financial  statements and related  information need not be filed separately
if the  registrant is filing  reports  pursuant to Section 13(a) or 15(d) of the
Exchange Act.





                         APEX WEALTH ENTERPRISES LIMITED


                              FINANCIAL STATEMENTS

                        FOR THE PERIOD ENDED MAY 30, 2003






                                                                                                           
                                                      INDEX

                                                                                                           Page

         Independent Auditors' Report                                                                      F-2

         Balance Sheet as of May 30, 2003                                                                  F-3

         Statement of Operations for the period ended May 30, 2003                                         F-4

         Statement of Stockholders' Equity for the period ended May 30, 2003                               F-5

         Statement of Cash Flows for the period ended May 30, 2003                                         F-6

         Notes to the Financial Statements                                                                 F-7







INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders of
Apex Wealth Enterprises Limited



     We have audited the accompanying  balance sheet of Apex Wealth  Enterprises
Limited  as  of  May  30,  2003  and  the  related   statements  of  operations,
stockholders'  equity and cash flows for the period  from April 8, 2002 (date of
incorporation)   to  May  30,  2003.   These   financial   statements   are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

     We conducted our audit in  accordance  with  auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material  respects,  the  financial  position of Apex Wealth  Enterprises
Limited as of May 30, 2003, and the results of its operations and its cash flows
for the period  from April 8, 2002 (date of  incorporation)  to May 30,  2003 in
conformity with accounting principles generally accepted in the United States of
America.

/s/ PKF
_______________________________
PKF Certified Public Accountants
Hong Kong



8th September 2003





                         Apex Wealth Enterprises LIMITED

                                  BALANCE SHEET

                               AS OF May 30, 2003



                                                                                                             
                                                                                          Note                  US$

ASSETS

Current assets
    Cash and cash equivalents                                                                               100,256
                                                                                                    ----------------

Total assets                                                                                                100,256
                                                                                                    ================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
    Amount due to a director                                                                 2                3,046
    Accrued expenses                                                                                          1,282
                                                                                                    ----------------

    Total liabilities                                                                                         4,328
                                                                                                    ----------------
                                                                                                    ----------------

Commitments and contingency
Stockholders' equity
     Common stock, US$0.01 par value: 100,000,000 shares                                                    100,000
       authorised: 10,000,000 shares issued and outstanding at
       May 30, 2003
    Accumulated deficit                                                                                      (4,072 )
                                                                                                    ----------------

Total stockholders' equity                                                                                   95,928
                                                                                                    ----------------
                                                                                                    ----------------

Total liabilities and stockholders' equity                                                                  100,256
                                                                                                    ================






                         Apex Wealth Enterprises LIMITED

                             STATEMENT OF OPERATIONS

                        FOR THE PERIOD ENDED May 30, 2003




                                                                                                             

                                                                                          Note                  US$

Revenue                                                                                                           -

Expenses
     Formation expenses                                                                                       1,026
     General and administrative expenses                                                                      3,046
                                                                                                    ----------------

Loss from operations                                                                                         (4,072 )
Income taxes                                                                                 3                    -
                                                                                                    ----------------
                                                                                                    ----------------

Net loss                                                                                                     (4,072 )
                                                                                                    ================



                         APEX WEALTH ENTERPRISES LIMITED

                        STATEMENT OF STOCKHOLDERS' EQUITY

                FOR THE PERIOD FROM APRIL 8, 2002 TO MAY 30, 2003



                                                                               



                                            Common stock
                                   ----------------------------
                                   ----------------------------
                                                                      Accumulated
                                         Shares         Amount            deficit         Total
                                                           US$                US$           US$

Issuance of common stock             10,000,000        100,000                  -       100,000

Net loss                                      -              -             (4,072 )      (4,072 )
                                   -------------   ------------  -----------------   -----------

Balance, May 30, 2003                10,000,000        100,000             (4,072 )      95,928
                                  ==============   ============  =================   ===========
                                   =============   ============  =================   ===========








                         APEX WEALTH ENTERPRISES LIMITED

                             STATEMENT OF CASH FLOWS

                        FOR THE PERIOD ENDED May 30, 2003



                                                                                                             
                                                                                                                US$
Cash flows from operating activities :
    Net loss                                                                                                 (4,072 )
    Changes in liabilities :
        Increase in accrued expenses                                                                          1,282
                                                                                                    ----------------

    Net cash used in operating activities                                                                    (2,790 )
                                                                                                    ----------------
                                                                                                    ----------------

Cash flows from financing activities :
    Proceeds from issuance of common stock                                                                  100,000
    Advance from a director                                                                                   3,046
                                                                                                    ----------------
                                                                                                    ----------------

    Net cash provided by financing activities                                                               103,046
                                                                                                    ----------------

Net change in cash and cash equivalents and
    cash and cash equivalents, end of period                                                                100,256
                                                                                                    ================






                         APEX WEALTH ENTERPRISES LIMITED


                          NOTES TO FINANCIAL STATEMENTS
                        FOR THE PERIOD ENDED MAY 30, 2003

         1.       Nature of business and significant accounting policies


         The Company

     The  purpose  of  Apex  Wealth  Enterprises   Limited  ("the  Company")  is
investment holding.

     The Company was incorporated under the International Business Companies Act
of the  British  Virgin  Islands  on April 8,  2002 as a  company  with  limited
liability  with  authorised  capital of US$50,000  divided into 50,000 shares of
common stock at US$1 par value.

     On August 1, 2002, the authorised  capital had been subdivided into 500,000
shares of common  stock at US$0.1 par value.  On May 12,  2003,  the  authorised
capital was increased to US$1,000,000  divided into 100,000,000 shares of common
stock at US$0.01 par value.

     The Company has no activity during the period.

     Cash and cash equivalents

     Cash and cash  equivalents are short-term,  highly liquid  investments with
original maturities of three months or less.

     Income taxes

     The Company  accounts for income tax under the  provisions  of Statement of
Financial  Accounting  Standards No. 109, which requires recognition of deferred
tax assets and  liabilities  for the  expected  future tax  consequences  of the
events  that have been  included in the  financial  statements  or tax  returns.
Deferred income taxes are recognised for all significant  temporary  differences
between tax and financial statements bases of assets and liabilities.

     Foreign currency translation and transactions

     The Company  uses Hong Kong  dollars  ("HK$") as the  functional  currency.
Transactions denominated in currencies other than HK$ are translated into HK$ at
the applicable  rates of exchange  prevailing at the dates of the  transactions.
Monetary assets and liabilities  denominated in other  currencies are translated
into HK$ at rates of exchange  at the balance  sheet  dates.  Exchange  gains or
losses  arising from changes in exchange  rates  subsequent to the  transactions
dates for monetary  assets and liabilities  denominated in other  currencies are
included in the determination of net income for the respective period.





                         APEX WEALTH ENTERPRISES LIMITED

                          NOTES TO FINANCIAL STATEMENTS

                        FOR THE PERIOD ENDED MAY 30,2003

         1.       Nature of business and significant accounting policies


     Foreign currency translation and transactions (cont'd)

     For  financial  reporting  purposes,  HK$ has been  translated  into United
States dollars  ("US$") as the reporting  currency.  Assets and  liabilities are
translated  at the  exchange  rate in  effect at period  end.  Income  statement
accounts are  translated at the average rate of exchange  prevailing  during the
period. Translation adjustments arising from the use of different exchange rates
from period to period are  included as a component  of  stockholders'  equity as
"Accumulated  other   comprehensive   income  -  foreign  currency   translation
adjustments".  Gains and losses resulting from foreign currency transactions are
included in other comprehensive income (expenses).

     Use of estimates

     The  preparation  of financial  statements  in conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the dates of  financial  statements  and the  reported  amounts of revenues  and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.

     2. Amount due to a director


         The amount is interest free, unsecured and repayable within one year.

     3. Income taxes


         The Company has net operating loss at May 30, 2003 for Hong Kong
         profits tax purpose.

     4. Commitments and contingencies


         There was no significant commitments or contingent liabilities as of
         May 30, 2003.

    5.   Concentrations of Credit Risk

Cash and cash equivalents are financial instruments that potentially subject the
Company to concentrations of credit risk.





                                       PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. EXPENSES OF ISSUANCE AND DISTRIBUTION

         The other  expenses  payable by the  Registrant in  connection  with
the issuance and  distribution  of the  securities  being registered are
estimated as follows:

Escrow Fee                                                      $1,000
Securities and Exchange Commission Registration Fee               $162
U.S. Legal Fees                                                $20,000
British Virgin Islands Legal Fees                               $1,500
Accounting Fees                                                 $1,500
Printing Fees                                                     $500

TOTAL                                                          $24,622
                                                               =======

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Our organizational  documents provide, in general,  that we shall indemnify
our directors and officers,  from and against all actions,  proceedings,  costs,
charges,  losses,  damages,  and expenses which they or any of them shall or may
incur or sustain by reason of any act done or omitted in or about the  execution
of their duty in their  respective  offices or trusts,  except  such (if any) as
they shall incur or sustain by or through  their own willful  neglect or default
respectively.

ITEM 15  RECENT SALES OF UNREGISTERED SECURITIES

     The  following  sets  forth  information  relating  to  all  securities  of
Registrant sold by it since April 8, 2002, the date of  Registrant's  inception.
All of such shares of common stock were  purchased on April 21, 2002 and May 12,
2002, respectively, at a price of $.01 per share, which was paid in cash.


                                                                   
- ---------------------------------------------- ---------------- ---------------------------------------------------
Name                                           Date             Number of Shares
- ---------------------------------------------- ---------------- ---------------------------------------------------
- ---------------------------------------------- ---------------- ---------------------------------------------------
First Asia International Holdings Limited      4/21/2002        1,000,000 (after stock split)
- ---------------------------------------------- ---------------- ---------------------------------------------------
- ---------------------------------------------- ---------------- ---------------------------------------------------
First Asia International Holdings Limited      5/12/2003        9,000,000
- ---------------------------------------------- ---------------- ---------------------------------------------------
- ---------------------------------------------- ---------------- ---------------------------------------------------
Total                                                           10,000,000
                                                                ==========
- ---------------------------------------------- ---------------- ---------------------------------------------------



     Exemption from  registration  under the Securities Act of 1933, as amended,
is claimed for the sales of common stock  referred to above in reliance upon the
exemption  afforded by Section 4(2) of the Securities Act for  transactions  not
involving a public offering. Each purchaser was either an accredited investor or
had sufficient  knowledge or experience in financial or business matters that he
was  capable  of  evaluating  the  merits  and  risks  of the  investment.  Each
certificate  evidencing  such  shares  of  Common  Stock  bears  an  appropriate
restrictive  legend and "stop  transfer"  orders are maintained on  Registrant's
stock transfer records there against. None of these sales involved participation
by an underwriter or a broker-dealer.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)      The following is a list of Exhibits filed herewith as part of the
         Registration Statement:

3.1      Registrant's Memorandum and Articles of Association

4.1      Form of certificate evidencing shares of common stock

5.1      Form of Opinion of Conyers Dill and Pearman, respecting legality of
         common stock

10.1     Proposed Form of Subscription Escrow Agreement by and between the
         Registrant and        _________________ Bank as escrow agent

10.3     Proposed Form of Rule 419 escrow Agreement by and between the
         Registrant and   ______________ Bank as escrow agent

23.1     Consent of PKF, CPA.

23.2     Form of Consent of Conyers Dill and Pearman (included in Exhibit 5.1)

24.1     Power of Attorney (included on the signature page of Part II of this
         Registration       Statement)

(b)      Financial Statement Schedule(s)

         None required

ITEM 17. UNDERTAKINGS

         Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in the registration statement;

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement.

     (2) That for the purpose of determining  any liability under the Securities
Act, each  post-effective  amendment that contains a form of prospectus shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) To file a post-effective amendment to the to the registration statement
to include  any  financial  statements  required by  paragraph  210.3-19 of this
chapter  at the  start  of any  delayed  offering  or  throughout  a  continuous
offering.  Financial  statements and information  otherwise  required by Section
10(a)(3) of the Act need not be furnished, provided that the registrant includes
in the prospectus, by means of a post-effective amendment,  financial statements
required  pursuant to this paragraph (a)(4) and other  information  necessary to
ensure that all other  information  in the  prospectus is at least as current as
the date of those financial statements.

     (5) Insofar as indemnification for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers  and  controlling  persons  of
Registrant  pursuant to Item 1a4 of this Part II to the registration  statement,
or otherwise,  Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities Act, and is, therefore,  unenforceable. In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by  Registrant  of expenses  incurred or paid by a director,  officer or
controlling person of Registrant in the successful  defense of any action,  suit
or proceeding) is asserted by such  director,  officer or controlling  person in
connection with the securities being registered,  Registrant will, unless in the
opinion of its counsel  the matter has been  settled by  controlling  precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by  it is  against  the  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.

     (6) That for purposes of  determining  any liability  under the  Securities
Act, the information  omitted from the form of prospectus  filed as part of this
registration  statement  in reliance  upon Rule 430A and  contained in a form of
prospectus filed by registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under
the Securities Act shall be deemed to be part of this registration  statement as
of the time it was declared effective.

     (7) For the purpose of determining  any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial BONA FIDE offering thereof.





                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,  Registrant has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned,  thereunto duly  authorized,  in Hong Kong, SAR on the 16th day of
September, 2003.

                                         Apex Wealth Enterprises Limited


                                          _____/s/ Li Sze Tang________________
                                                   Chairman of the Board


     Each of the officers and directors of Apex Wealth Enterprises Limited whose
signature appears below hereby constitutes and appoints Li Sze Tang, as his true
and lawful  attorneys-in-fact and agents, with full power of substitution,  each
with the power to act alone,  to sign and  execute on behalf of the  undersigned
any amendment or amendments to this  registration  statement on Form F-1, and to
perform any acts necessary to be done in order to file such amendment,  and each
of  the   undersigned   does   hereby   ratify   and   confirm   all  that  such
attorneys-in-fact and agents, or their or his substitutes,  shall do or cause to
be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated

- ---------------------    ---------------------   ----------------------
     Signature                 Title                     Date



- --------------------- ---------------------- ------------------------
/s/ Mr. Wilson Cheung         Director             September 18, 2003

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