Ucp Holdings, Inc. – ‘SB-2/A’ on 1/16/04

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Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2/A      Portaltochina.Com SB-2/A                              48    192K 
 2: EX-23       Portaltochina.Com Consent of Accountant                1      5K 

SB-2/A   —   Portaltochina.Com SB-2/A
Document Table of Contents

SB-2/A
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As filed with the Commission on January 16, 2004     Registration No. 333-111652

SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C.  20549

Pre Effective Amendment No. 1 to

 Form SB-2
REGISTRATION STATEMENT
 UNDER
THE SECURITIES ACT OF 1933

 PORTALTOCHINA.COM, INC.
(Name of small business issuer in its charter)

                                                                [Download Table]
                                                                    
   Nevada                   7373                     Applied For    
  (State of      (Primary Standard industrial     (I.R.S. Employer  
Jurisdiction)     Classification Code Number)    Identification No.)

 1802-888 Pacific Street
Vancouver, BC  V6Z 2S6
(604) 830-3818
 (Address and telephone number of principal executive offices)

Laughlin International
2533 Carson Street
Carson City, Nevada  89706
(775) 883-8484
 (Name, address and telephone number of agent for service)

APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:  As soon as practicable after  
the effective date of this registration statement.                              

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 of    
1933, please 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, please check the following box and list
the Securities Act registration statement number of the earlier effective       
registration statement for the same offering. [ ]                               

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. [ ]                                                      

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. [ ]                                                      

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

 CALCULATION OF REGISTRATION FEE

                                                                [Download Table]
                                                                       
Title of          Dollar        Proposed     Proposed      Amount of   
Each Class of     Amount to be  Maximum      Maximum       Registration
Securities        Registered    Offering     Aggregate     Fee         
to be                           Price per    Offering                  
Registered                      Unit(1)      Price                     

Common Stock      $250,000      $0.10        $250,000      $20.23      
Total                                        $250,000      $20.23      

(1)  Estimated solely for the purpose of calculating the registration fee in    
accordance with Rule 457 (o) under the Securities Act.                      

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 this registration statement  
shall thereafter become effective in accordance with Section 8(a) of the        
Securities Act of 1933 or until this registration statement shall become        
effective on such date as the Commission, acting pursuant to said Section 8(a)  
may determine.                                                                  

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 any offer to buy nor shall there by 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.   

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PRELIMINARY PROSPECTUS
 Subject to Completion

Dated January __, 2004

 PortalToChina.com, Inc.
 2,500,000 Shares of
Common Stock
 $0.10 per Share

This   is   an   initial  public  offering  of  shares  of   common   stock   of
Portaltochina.com, Inc.  We are offering up to 2,500,000 shares  of  our  common
stock  in  this offering at $0.10 per share.  We are offering the stock directly
with  no  requirement that any minimum number of shares be sold.   The  offering
will  continue until the earlier of the date all offered shares are sold or  six
months from the date of this prospectus.  The funds we receive from the sale  of
stock  in  this  offering will not be placed in escrow and will  immediately  be
available  to us for use in our business.  No broker-dealer is participating  in
this  offering and no sales commission will be paid to any person in  connection
with this offering.  There is no market for the securities.  The common stock is
not  listed  on any national exchange or the NASDAQ Stock Market.  The  offering
price  for  our common stock was arbitrarily determined and may not reflect  the
market price of our shares after the offering.                                  

An  investment  in  our  stock  is extremely speculative  and  involves  several
significant  risks.  You are cautioned not to invest unless you can offered  the
loss  of your entire investment.  WE URGE YOU TO READ THE "RISK FACTORS" SECTION
OF  THIS  PROSPECTUS BEGINNING ON PAGE 5 AND THE REST OF THIS PROSPECTUS  BEFORE
MAKING AN INVESTMENT DECISION.                                                  

The information in this prospectus is not complete and may be changed.  We may  
not sell these securities until the registration statement filed with the       
Securities and Exchange Commission is effective.  This prospectus is not an     
offer to sell these securities and it is not soliciting an offer to buy these   
securities in any state where the offer or sale is not permitted.               

                                                                [Download Table]
                                                                       
                                       Underwriting                    
                                       Discounts and    Proceeds to the
                      Price to Public  Commissions      Company (1)    

Per Share............ $0.10            $0               $0.10          

Maximum                                                                
2,500,000 shares..... $250,000         $0               $250,000       

(1)  Proceeds to PortalToChina.com, Inc. are shown before deducting offering    
expenses payable by us estimated at $20,000, including legal and accounting fees
and printing costs.                                                             

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.                                                               

 The date of this Prospectus is _______________, 2004.

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 Table Of Contents

                                                      Page

Summary..........................................................   3           
Risk Factors.....................................................   5           
Forward-Looking Statements.......................................   9           
Use Of Proceeds..................................................   9           
Determination Of Offering Price..................................  10           
Market For Common Equity And Related Stockholder Matters.........  10           
Plan Of Operation................................................  11           
Description Of Business..........................................  13           
Description Of Property..........................................  20           
Legal Proceedings................................................  20           
Directors, Executive Officers, Promoters And Control Persons.....  20           
Executive Compensation...........................................  21           
Certain Relationships And Related Transactions...................  21           
Security Ownership Of Certain Beneficial Owners And Management...  21           
Plan Of Distribution.............................................  22           
Description Of The Securities....................................  23           
Disclosure Of Commission Position On Indemnification For                        
Securities Act Liabilities.......................................  23           
Legal Matters....................................................  23           
Experts..........................................................  23           
Available Information............................................  24           
Index To Financial Statements.................................... F-1           

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Prospectus Summary

The following summary is qualified in its entirety by reference to the
detailed information and consolidated financial statements, including the notes 
thereto, appearing elsewhere in this prospectus.  Each prospective investor is  
urged to read this prospectus in its entirety and particularly the information  
set forth in "Risk Factors" on page 5.                                          

PortalToChina.com, Inc.                                                         

We were incorporated on March 18, 2003 under the laws of the State of 
Nevada.  From inception through May 31, 2003, our operations have been primarily
limited to developing our business plan and building our web-site. Our principal
office is located at 1802-888 Pacific Street, Vancouver, British Columbia,      
Canada, V6Z 2S6, (604) 830-3818.                                                

     We are a start-up company that intends to be a provider of Chinese business
information through our Internet web-site, www.portaltochina.com. It is our     
objective to establish our web-site as a leading gateway, or "Internet Portal," 
for those interested in doing business in China by providing a comprehensive    
suite of resources that includes Chinese trade and business information, e-     
commerce, a bilingual (Chinese and English) search engine, and a bulletin board 
where buyers and sellers can list information on products and services.         

   Upon successful completion of this offering we intend to augment our web-
site by creating a comprehensive searchable database of Chinese products and    
companies.  Visitors will be able to utilize our web-site in order to obtain    
information on doing business in China, identify potential business partners and
locate needed products and services, and list their own product and service     
offerings on the database.  We believe our web-site will provide potential      
advertisers and e-commerce partners with a large, demographically desirable     
audience, who as a group, are affluent, highly educated and willing to conduct  
business over the Internet.                                                     

We expect to earn revenue through user fees charged for access to our 
database, commissions from e-commerce, and the sale of advertising on our web-  
site.                                                                           

  We are a development stage company with no operating history on which to
base an evaluation of our business and prospects. You must consider our         
prospects in light of the risks, expenses and difficulties frequently           
encountered by companies in their early stage of development. To address these  
risks, we must establish, maintain and expand our customer base, implement and  
successfully execute our business and marketing strategy, provide superior      
customer service, anticipate and respond to competitive developments and        
attract, retain and motivate qualified personnel. We cannot give any assurance  
that we will be successful in addressing these risks, and our failure to do so  
could have a negative impact on our business, operating results and financial   
condition.                                                                      
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The Offering                                                                    

                                                                [Download Table]
                                                                       
Securities Offered:                       Up to 2,500,000 shares of    
                                          common stock, par value      
                                          $0.0001                      

Offering price:                           $0.10 per share              

Offering period:                          The offering will continue   
                                          until the earlier of the date
                                          all offered shares are sold  
                                          or six months from the date  
                                          of this prospectus.          

Net proceeds to us:                       Approximately $230,000, after
                                          expenses of approximately    
                                          $20,000 assuming sale of     
                                          2,500,000 shares             

Use of proceeds:                          We will use the proceeds to  
                                          pay for offering expenses,   
                                          debt repayment, web-site     
                                          development, sales and       
                                          technical staff, equipment,  
                                          marketing expenses and       
                                          working capital.             

Number of shares outstanding              5,500,000                    
before the offering:                                                   

Maximum Number of shares outstanding      8,000,000 assuming sale of   
after the offering:                       all 2,500,000 shares being   
                                          offered.                     

Summary of Selected Financial Data                                              

We are a development stage company.  From the date of our inception on
March 18, 2003, to November 30, 2003, we have not generated any revenue or      
earnings from operations.  As of November 30, 2003, our financial data is as    
follows:                                                                        

                                                                [Download Table]
                                                              
                                         As at or for the year
                                         ended May 31, 2003   
Operations Data                                               

Revenue                                  $0                   
Net Loss:                                $6,539               

Balance Sheet Data                                            
Total Assets:                            $101                 
Total Liabilities:                       $6,090               
Shareholder Equity:                      $(5,989)             
Negative Net Tangible Book Value:        $(6,539)             
Negative Net Tangible Book Value Per                          
Share:                                   $0.00                

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Risk Factors

An investment in our common stock is extremely speculative and involves         
significant risks.  You are cautioned not to purchase our stock unless you can  
afford to lose your entire investment.  You should carefully consider the       
following risk factors before you decide to buy our common stock.  You should   
also carefully read and consider all the information we have included in this   
prospectus before you decide to buy our common stock.                           

We are a development stage company with no operating history, so it will be     
difficult for potential investors to judge our prospects for success.           

PortalToChina.com, Inc. was incorporated on March 18, 2003.  Accordingly, we    
have no operating history upon which we can be evaluated, and our prospects are 
subject to the risks, expenses and uncertainties frequently encountered by      
companies in the new and rapidly evolving markets for Internet products and     
services, including the web-based advertising market. Specifically, such risks  
include, without limitation, the failure to continue to develop and extend the  
"PortalToChina" brand, the failure to develop new media properties, our         
inability to maintain and increase the levels of traffic on PortalToChina       
properties, the development of equal or superior services or products by        
competitors, the failure of the market to adopt the web as an advertising       
medium, the failure to successfully sell web-based advertising, potential       
reductions in market prices for web-based advertising as a result of competition
or other factors, our failure to effectively generate commerce-related revenue  
through sponsored services and placements in PortalToChina properties, our      
failure to successfully offer personalized web-based services, such as e-mail   
services, to consumers without errors or interruptions in service, and the      
inability to identify, attract, retain and motivate qualified personnel.  There 
can be no assurance that we will be successful in addressing such risks.  Our   
failure to address these risks and uncertainties could cause business results to
suffer and result in the loss of all or part of your investment.                

If  we are unable to obtain financing, you may lose all or substantially all  of
your investment.                                                                

We are a development stage company and our business model is unproven.  We have 
incurred significant operating losses since inception and as of November 30,    
2003, we had an accumulated deficit of $6,539.  We expect to continue to incur  
substantial losses to implement our business plan.                              

We are depending on the proceeds of this offering in order to develop and expand
our business because we are not presently earning any revenue.  We anticipate   
that the net proceeds of this offering will be sufficient to meet our           
anticipated needs for working capital, capital expenditures and business        
expansion for at least the next 12 months.  There is no guarantee, however, that
we will be able to sell all, or any, of the offered shares.  If we are unable to
sell more than 25% of the offered shares, we may not be able to implement our   
business plan, which would have a material adverse effect on our business,      
financial condition or results of operations.  If we do not raise sufficient    
funds in this offering to implement our business plan, we may conduct additional
public or private offerings of our stock or make other funding arrangements such
as loans or enter into strategic partnerships.  We have not identified any      
specific alternative sources of funding other than this offering. There can be  
no assurance that additional financing will be available on terms favorable to  
us, or at all.  If we are unable to obtain such additional financing, our       
business, results of operations and financial condition could be substantially  
harmed.                                                                         

We will have immediate access to funds raised in this offering.  We will not    
return investors' funds even if we do not raise enough to fully implement our   
business plan.  Therefore, you should not invest in our business unless you are 
in a position to lose your entire investment.                                   

If our web-site is not successful, you may lose all or substantially all of your
investment.                                                                     

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Our web-site is not yet active and we do not presently earn any revenue from it.
There can be no assurance that we will ever earn revenue from our web-site or   
that any such revenue will be sufficient to pay for operations.  If we do not   
earn sufficient revenue from our web-site to pay for operations, we will be     
required to substantially revise our business plan, and you may lose all or     
substantially all of your investment.                                           

If we raise additional capital the value of your investment may decrease.       

If we need to raise additional capital to implement or continue operations, we  
would likely have to issue additional equity or convertible debt securities.  If
we issue equity or convertible debt securities, the net tangible book value per 
share may decrease, the percentage ownership of our current stockholders may be 
diluted and such equity securities may have rights, preferences or privileges   
senior or more advantageous to our common stockholders.                         

We face intense competition; you may lose all of your investment if we are      
unable to successfully compete.                                                 

We plan to receive a majority of our revenue from selling advertising space on  
our web-site and allowing third parties to provide sponsored services and       
placements on our web-site under sponsorship agreements with us. There is       
intense competition based on price in the sale of advertising on the Internet,  
which makes it difficult to project future advertising revenue.                 

The market for Internet advertising and Internet search and retrieval services  
is intensely competitive. We believe that the principal competitive factors in  
these markets are name recognition, volume of user traffic, pricing,            
performance, ease of use, and functionality. Our primary competitors are        
Internet search and retrieval companies such as Infoseek Corporation, Lycos,    
Inc., and Yahoo!, Inc. and specific search and retrieval services and products  
offered by other companies, including Digital Equipment Corporation's Alta      
Vista, HotWired Venture's and Inktomi's HotBot, and OpenText.  In the future, we
may encounter competition from ISPs, OSPs, web-site operators, providers of     
Internet browser software (such as Netscape or Microsoft) and other Internet    
services and products that incorporate search and retrieval features into their 
offerings, whether through internal development or by acquisition of one or more
of our direct competitors.  In addition, we also compete with ISPs, OSPs,       
Internet browsers and other Internet content providers for the sale of          
advertisements.  Accordingly, we may face increased pricing pressure for the    
sale of advertisements, which would have a material adverse effect on our       
business, results of operations and financial condition.  Many of our existing  
competitors, as well as a number of potential new competitors, have longer      
operating histories in the Internet market, greater name recognition, larger    
customer bases and databases and significantly greater financial, technical and 
marketing resources than we do. Such competitors may be able to undertake more  
extensive marketing campaigns, adopt more aggressive pricing policies and make  
more attractive offers to potential employees, distribution partners,           
advertisers and content providers.  Further, there can be no assurance that our 
competitors will not develop Internet search and retrieval services that are    
equal or superior to ours, or that achieve greater market acceptance than our   
offerings in the area of name recognition, performance, ease of use and         
functionality.  There can also be no assurance that ISPs, OSPs, Internet        
browsers and other Internet content providers will not be perceived by          
advertisers as having more desirable web-sites for placement of advertisements. 
There can also be no assurance that we will be able to compete successfully     
against our current or future competitors or that competition will not have a   
material adverse effect on our business, results of operations and financial    
condition. The Internet, in general, and PortalToChina.com, Inc., specifically, 
also must compete with traditional advertising media such as print, radio and   
television for a share of advertisers' total advertising budgets.  To the extent
that the Internet is not an effective advertising medium, advertisers may be    
reluctant to devote a significant portion of their advertising budget to the    
Internet.                                                                       

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We  are  completely  dependent on the infrastructure of  the  Internet  for  our
success.                                                                        

The success of our web-site is dependent on, among other things, the continued  
expansion of the Internet and its network infrastructure. We cannot assure you  
that the infrastructure or complementary products necessary to make the Internet
a viable commercial network will continue to be developed. In particular, we    
cannot assure you that the Internet will retain its current pricing structure   
with regard to volume, distance (the physical location of any user) and the lack
of varying rates for different times of day. Moreover, critical issues          
concerning the commercial use of the Internet (including security, reliability, 
cost, ease of use and access and quality of service) remain unresolved and may  
affect the growth of Internet use. We cannot assure you that the Internet will  
be able to meet additional demands or its users' evolving requirements on a     
timely basis, at a commercially reasonable cost, or at all. While we anticipate 
the continued evolution of the Internet and related infrastructure, any failure 
to develop accordingly could have a material adverse impact on our business,    
financial condition or results of operations.                                   

Our web-site will be vulnerable to computer viruses or similar disruptive       
problems.  Computer viruses or problems caused by third parties could lead to   
interruptions, delays or termination of service. Furthermore, inappropriate use 
of the Internet by third parties could potentially jeopardize the security of   
confidential information, which may deter certain potential customers from      
ordering and using our products. Until more comprehensive security technologies 
are developed, the security and privacy concerns of existing and potential users
may inhibit the growth of the Internet industry in general and the use of our   
web-site in particular.                                                         

The  cost  of  adapting to technological change and developing new products  may
substantially reduce our profitability.                                         

To remain competitive, we must enhance and improve the functionality, features  
and content of our web-site, and develop other branded media properties. There  
can be no assurance that we will be able to successfully develop or implement   
new features and functions, such as search capabilities, user personalization,  
localized content filter and information delivery through "push" or other       
methods, which will involve the development of increasingly complex             
technologies. We also expect that personalized information services, such as a  
Internet-based e-mail service, will require significantly greater expenses      
associated with, among other things, increased server capacity and equipment and
requirements for additional customer support personnel and systems. To the      
extent such additional expenses are not offset by additional revenue from such  
personalized services, our financial results will be adversely affected.        

Any  imposition  of  liability  against us for information  retrieved  from  the
Internet could result in substantial losses and substantially harm our business.

Because material may be downloaded by the online or Internet services operated  
or facilitated by us or any Internet access providers with which we have        
relationships, and be subsequently distributed to others, it is possible that   
claims will be made against us on the basis of defamation, negligence, copyright
or trademark infringement or other theories based on the nature and content of  
such materials.  These claims could be based on us providing access to obscene, 
lascivious or indecent information. We do not carry general liability insurance,
so any imposition of liability against us could impair our business or cause us 
to cease operations.                                                            

We may become involved in intellectual property litigation that could impair our
ability to conduct our business.                                                

There has been substantial litigation in the computer industry regarding        
intellectual property rights. We may become involved in claims and counterclaims
with third parties regarding infringement with respect to current or future     
products or trademarks or other proprietary rights. Any infringement or other   

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claims or counterclaims could impair our business because they could be time-   
consuming; result in costly litigation; divert management's attention; cause    
product release delays; and require us to redesign our web-site or require us to
enter into royalty or licensing agreements which may not be available on terms  
acceptable to us, or at all.                                                    

We  could  face  potential government regulations and legal  uncertainties  that
could impair our business.                                                      

We are not currently subject to direct regulation by any government agency,     
other than regulations applicable to businesses generally. There are currently  
few laws or regulations directly applicable to access to, or commerce on, the   
Internet. However, due to the increasing popularity and use of the Internet, it 
is possible that a number of laws and regulations may be adopted with respect to
issues such as the protection of databases, user privacy, pricing and           
characteristics, and quality of products and services. The adoption of laws or  
regulations may decrease the growth of the Internet. This decrease could in turn
decrease the demand for our services or increase our cost of doing business.    

We are dependent on key personnel; if we do not attract and retain qualified    
management and employees we will likely not earn significant revenue.           

Our future success depends in part on our continuing ability to attract and     
retain highly qualified technical and managerial personnel. Competition for such
personnel is intense and there can be no assurance that we will be able to      
retain our key managerial and technical employees or that we will be able to    
attract and retain additional highly qualified technical and managerial         
personnel in the future. The inability to attract and retain the necessary      
technical and managerial personnel could have a material and adverse effect upon
our business, operating results and financial condition.                        

Since our officers and directors are not located in the United States, investors
would have difficulty effecting legal service on them.                          

Although we are incorporated in the State of Nevada and maintain a registered   
office in Carson City, Nevada, our officers and directors are residents of      
Canada.  It may be difficult for a resident of a country other than Canada to   
serve Mr. Fong and Ms. Rechia with legal process or other documentation.        

Subsequent to completion of this offering, control of the company will remain   
with our officers and directors.                                                

If we sell all 2,500,000 shares of common stock in this offering, our officers  
and directors will own at least 5,500,000 shares (68.75% of our issued common   
stock) and will control us.  Following completion of this offering, our officers
and directors will be able to elect all of our directors and inhibit your       
ability to cause a change in the course of our operations.  Furthermore, our    
officers and directors may effect a major transaction such as a merger without  
further shareholder approval.  Our articles of incorporation do not provide for 
cumulative voting.                                                              

The limited market for our shares will make our price more volatile, therefore  
you may have difficulty selling our common stock.                               

Currently, our common stock is not listed or quoted upon any established trading
system.  Most of our common stock will be held by a small number of investors   
that will further reduce the liquidity of our common stock.  Furthermore, the   
offering price of our common stock was determined by us, and was based upon the 
amount of capital needed to develop and promote our web-site, without           
considering assets, earnings, book value, net worth or other economic or        
recognized criteria or future value of our common stock.  Market fluctuations   
and volatility, as well as general economic, market and political conditions,   
could reduce our market price.  As a result, this may make it difficult or      
impossible for you to sell our common stock or for you to sell our common stock 
for more than the offering price even if our operating results are positive.    

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Forward-Looking Statements

Information in this prospectus contains "forward looking statements" which can  
be identified by the use of forward-looking words such as "believes",           
"estimates", "could", "possibly", "probably", "anticipates", "estimates",       
"projects", "expects", "may", or "should" or other variations or similar words. 
No assurances can be given that the future results anticipated by the forward-  
looking statements will be achieved. The following matters constitute cautionary
statements identifying important factors with respect to those forward-looking  
statements, including certain risks and uncertainties that could cause actual   
results to vary materially from the future results anticipated by those forward-
looking statements. Among the key factors that have a direct bearing on our     
results of operations are the effects of various governmental regulations, the  
fluctuation of our direct costs and the costs and effectiveness of our operating
strategy. Other factors could also cause actual results to vary materially from 
the future results anticipated by those forward-looking statements.             

 Use Of Proceeds

 Our President will be offering the common stock.  There is no assurance
that we will raise any proceeds, or if any proceeds are raised, that it will be 
sufficient enough to implement our business plan.  The following table sets     
forth management's current estimate of the allocation of net proceeds           
anticipated to be received from this offering if all or part of this offering is
sold.  Actual expenditures may vary from these estimates.  Pending such uses, we
will invest the net proceeds in investment-grade, short-term, interest bearing  
securities.                                                                     

                                                                [Download Table]
                                                                                
                    2,500,000       1,875,000       1,250,000        625,000    
                    Shares Sold     Shares Sold     Shares Sold      Shares Sold
                    -----------     -----------     -----------      -----------
Gross Proceeds        250,000         187,500         125,000         62,500    

Less offering          20,000          20,000          20,000         20,000    
Expenses                                                                        

Net Proceeds          230,000         167,500         105,000         42,500    

Use of Proceeds                                                                 

Debt Repayment          6,000           6,000           6,000          6,000    
Web-site Development   75,000          75,000          70,000         35,000    
Sales representatives  40,000          20,000               0              0    
Technical Staff        60,000          30,000               0              0    
Equipment              30,000          20,000          13,000              0    
Marketing Expenses     10,000          10,000          10,000              0    
Working Capital         9,000           6,500           6,000          1,500    

Total                                                                           
Use of Proceeds       230,000         167,500         105,000         42,500    


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  The foregoing represents our intentions based upon our present plans and
business conditions.  The occurrence of unforeseen events or changed business   
conditions, however, could result in the application of the proceeds of this    
offering in a manner other than as described in this prospectus.                

  If any of these factors change, we may find it necessary or advisable to
reallocate some of the proceeds within the above-described categories.  Debt    
repayment refers to repayment of a promissory note issued to our President, Paul
Fong, on May 30, 2003.  Under the terms of the Note, which is unsecured,        
PortalToChina.com, Inc. promises to repay Paul Fong the sum of $6,000 on May 31,
2005, with interest accruing at an annual interest rate of three percent.       
Proceeds of the loan from Paul Fong were used to pay for legal fees, accounting 
fees, and miscellaneous expenses.                                               

  Equipment includes computers, telecommunications and furniture.  Working
capital includes leased premises, office expenses and supplies, and other       
general expenses.  In the event that we do not raise sufficient capital to pay  
for the offering expenses, we plan to seek loans from our current shareholders. 

 Determination Of Offering Price

     As no underwriter has been retained to offer our common stock, the offering
price of our common stock was not determined by negotiation with an underwriter 
as is customary in underwritten public offerings.  Rather, we arbitrarily       
selected the offering price.  There is no relationship between the offering     
price of the shares and our assets, earnings, book value, net worth or other    
economic or recognized criteria or future value of our common stock.            

Dilution

   At November 30, 2003, we had a negative book value of $(5,989) or $(0.00)
per share.  Negative book value per share is determined by dividing our total   
shareholders' deficit at November 30, 2003, by the number of shares of Common   
Stock outstanding.  Without taking into account any changes in negative book    
value after November 30, 2003, other than to give effect to the sale of the     
2,500,000 shares of Common Stock offered hereby, and after deducting estimated  
offering expenses, the pro forma book value at November 30, 2003, would have    
been approximately $224,011 or $0.03 per share.  This amount represents an      
immediate dilution to new investors of $0.07 per share.  The following table    
illustrates this dilution per share:                                            

                                                                [Download Table]
                                                                        
Assumed  public offering price per share..............            $ 0.10
 Negative Book value per share at November 30, 2003...  $(0.00)         
 Increase per share attributable to new investors.....     0.03         
                                                        -------         
Book value per share after offering...................              0.03
                                                                  ------
Book value dilution per share to new investors........            $ 0.07
                                                                  ======

   Assuming the sale of 75%, 50% and 25% of the Offering, the pro forma book
value at November 30, 2003, would have been approximately $161,511 or $0.02 per 
share, $99,011 or $0.02 per share, and $36,511 or $0.01 per share, representing 
a book value dilution per share to new investors of $0.08, $0.08 and $0.09 per  
share respectively.                                                             

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 The following table sets forth, as of November 30, 2003, the number and
percentage of shares of Common Stock held by the existing shareholders and by   
the investors purchasing shares of Common Stock in this offering assuming       
2,500,000 shares of Common Stock are sold.                                      

                                                                [Download Table]
                                                     
                                 Shares Purchased    
                               Number        Percent 
                               ---------     --------
Existing shareholders          5,500,000      68.75  
New investors                  2,500,000      31.25  
                               ---------     --------
  Total                        8,000,000     100.00% 
                               =========     ========

Market For Common Equity And Related Stockholder Matters

 There is no trading market for our common stock and no assurance can be
given that a trading market will develop in the future, or, if developed, that  
it will be sustained.  Consequently, a purchaser of our common stock may find it
difficult to resell the securities offered herein should the purchaser desire to
do so when eligible for public resale.  Furthermore, the shares are not         
marginable and it is not likely that a lending institution would accept our     
common stock as collateral for a loan.                                          

     Pursuant to this registration statement, we propose to publicly offer up to
a total of 2,500,000 shares of common stock on a best efforts, no minimum basis.
To date, we have no outstanding options, warrants, or convertible securities.   
We have no agreements to register shares of common stock held by existing       
security holders for resale.  Prior to this offering, we have two shareholders  
that own in the aggregate of 5,500,000 shares of restricted common stock.       

    Our transfer agent and registrar is Pacific Stock Transfer Company located
at 5844 South Pecos Road, Suite D, Las Vegas, Nevada, 89120, telephone (702)    
361-3033.                                                                       

 Plan Of Operation

The following discussion and analysis of our plan of operation should be read in
conjunction with the financial statements and the related notes. This discussion
contains forward-looking statements based upon current expectations that involve
risks and uncertainties, such as our plans, objectives, expectations and        
intentions. Our actual results and the timing of certain events could differ    
materially from those anticipated in these forward-looking statements as a      
result of certain factors, including those set forth under "Risk Factors,"      
"Description of Business" and elsewhere in this prospectus.                     

Overview                                                                        

     We are a development stage provider of information through our Internet web
site that is designed to meet the needs of those interested in doing business in
China.  We believe that our web-site will provide a comprehensive "portal" of   
resources that will give users the ability to reference important Chinese trade 
and business information, engage in e-commerce, post information on products and
services, interact with others having similar interests, access a database of   
Chinese products and companies, and conduct bilingual (English and Chinese)     
searches of our web-site.                                                       

     Our plan of operations for the next 12 months is to develop and promote our
web-site, employ sales and technical staff, repay debt, purchase equipment and  
secure appropriate office space.                                                

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Liquidity And Capital Resources                                                 

Our business is in the early stages of development and has had no     
significant operations.  Since inception on March 18, 2003, we have earned no   
revenue.  As of November 30, 2003, we had a negative working capital of $5,989  
and no assets. All incurred expenses have been funded thus far by private       
placements and by a loan from our President.                                    

     We expect to be able to satisfy our cash requirements until our web-site is
delivered.  On delivery of the web-site, we will owe the developer $35,000.  At 
that time, we will also need to hire up to two sales staff and two technical    
staff to assist the officers with the operation and marketing of the web-site.  
Anticipated annual salary for each sales staff is $20,000, and for each         
technical staff is $30,000.                                                     

   If this offering is not successful, then we will need to raise additional
financing during the next 12 months.  Such financing could take the form of     
joint venture arrangements or limited liability companies or partnerships in    
which we act as managing member or general partner, additional sales of our     
securities or an operating line of credit. If we are unable to secure such      
financing, then we may be forced to substantially revise our plan of operations.

   We have a limited operating history on which to base an evaluation of our
business and prospects. You must consider our prospects in light of the risks,  
expenses and difficulties frequently encountered by companies in their early    
stage of development. To address these risks, we must establish, maintain and   
expand our customer base, implement and successfully execute our business and   
marketing strategy, provide superior customer service, anticipate and respond to
competitive developments and attract, retain and motivate qualified personnel.  
We cannot assure that we will be successful in addressing these risks, and our  
failure to do so could have a negative impact on our business, operating results
and financial condition.                                                        

Product Development                                                             

     We plan to earn all of our revenue through our web-site.  This revenue will
be derived from user fees, and advertising, e-commerce and sponsorships made    
available through our web-site.  As such, we expect continual development of our
web-site throughout our operating life.                                         

 On April 14, 2003 we contracted with an independent third party for the
development of our web-site, to be delivered by April 30, 2004.  The contract   
commits us to paying $35,000 on delivery of a web-site that will feature a      
bilingual (Chinese and English) search engine, Chinese trade and business       
information (including trade and investment regulations, investment             
opportunities, special product offerings, exhibition schedules, and current     
Chinese financial and economic news), a domain search engine, and an electronic 
commerce facility that enables the sale of products.                            

   On successful completion of this offering, we plan to expand our web-site
by April 30, 2004, by adding a database of Chinese products and significant     
Chinese businesses, pay-per-view services for more detailed company and product 
information, and a bulletin board where buyers and sellers can list information 
on products and services.  The cost of adding this functionality to our web-site
will be $35,000.                                                                

    On successful completion of this offering, we plan to purchase and install
a server array of multiple UNIX and Windows servers and backup server systems in
our primary location to host our database by April 30, 2004.  We anticipate that
the cost of purchasing and installing this equipment will be $30,000.           

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Contractual Obligations And Commercial Commitments                              

                                                                [Download Table]
                                                                               
Contractual                      Payments Due by Period                        
Obligations                                                                    
                    Total       Less than   1-3         4-5         After 5    
                                1 year      years       years       years      
----------------    ----------- ----------- ----------- ----------- -----------
Long-Term Debt       $6,365                  $6,365(1)                         

Unconditional       $35,000     $35,000(2)                                     
Purchase                                                                       
Obligations                                                                    

Total Contractual   $41,365     $35,000      $6,365                            
Cash Obligations                                                               

(1) On May 30, 2003, we issued an unsecured promissory note in the amount of  
$6,000 bearing interest at three percent per annum to Paul Fong, our President, 
Chief Financial Officer, and a Director (see "Certain Relationships And Related 
Transactions").                                                                 

(2)  On April 14, 2003, we entered into a contract for the development of our   
web-site.  We are committed to paying the sum of $35,000 for the web-site upon  
delivery.  Delivery must be made before April 30, 2004.  Under the terms of the 
agreement, other services with respect to improving our web-site will be        
provided at our request prior to April 30, 2004, with payment for such services 
being due on delivery.                                                          

Off-Balance Sheet Arrangements                                                  

There is no transaction, agreement or other contractual arrangement to which an 
entity unconsolidated with us is a party, under which we have:                  

(i)  any obligation under a guarantee contract;                             

(ii) a retained or contingent interest in assets transferred to an          
 unconsolidated entity or similar arrangement that serves as credit, liquidity
or market risk support to such entity for such assets;                      

 (iii)     any obligation, including a contingent obligation, under a contract
that would be accounted for as a derivative instrument; or                  

(iv) any obligation, including a contingent obligation, arising out of a    
variable interest in an unconsolidated entity that is held by, and material 
to us, where such entity provides us with financing, liquidity, market risk 
or credit risk support to, or engages in leasing, hedging or research and   
development services.                                                       

 Description Of Business

General                                                                         

     We are a development stage provider information on the Internet through our
web-site (www.portaltochina.com), designed to meet the needs of those interested
in doing business in China.  We plan to operate within what is commonly referred
to as the "business-to-business" segment of the Internet in which products and  
services are offered principally to businesses as compared to the "business-to- 
consumer" segment of the Internet in which products and services are offered    
principally to consumers.  Our web-site will be located at                      
www.portaltochina.com.  The Information set forth on our web-site does not      
constitute part of this prospectus.                                             

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It is our objective to establish our web-site as a leading gateway, or
"Internet Portal," for business information searches in China.  Upon successful 
completion of this offering we intend to expand our web-site services by        
creating a comprehensive searchable database of Chinese business information,   
products and companies.  Visitors will be able to utilize our web-site to obtain
information on doing business in China, to identify potential business partners 
and needed products and services and to list their own product and service      
offerings.  We believe our web-site will provide potential advertisers and e-   
commerce partners with a large, demographically desirable audience, who as a    
group, are affluent, highly educated and willing to conduct business over the   
Internet.                                                                       

We were incorporated on March 18, 2003 under the laws of the State of 
Nevada.  From inception through June 1, 2003, our operations have been primarily
limited to developing our business plan, building our web-site, and marketing.  
Our principal office is located at 1802-888 Pacific Street, Vancouver, British  
Columbia, Canada, V6Z 2S6, (604)830-3818.                                       

Industry Background                                                             

The Internet is a global collection of thousands of computer networks 
interconnected to enable commercial organizations, educational institutions,    
government agencies and individuals to communicate electronically, access and   
share information, and conduct business. Much of the growth to-date in the use  
of the Internet by businesses and individuals is due to the emergence of the    
Internet.                                                                       

    The Internet is a network medium that includes a wide range of content and
activities.  Within the Internet there can be found content such as magazines,  
news, sports information, radio broadcasts, corporate, product, educational,    
research and political information, customer service, shopping, electronic      
commerce, hotel and airline reservations, banking, games, and discussion groups.

In recent years, the Internet has become a place where a wide range of
goods and services can be bought or sold, making cyberspace a global community, 
a commercial medium, and a multi-billion-dollar industry. According to figures  
from the Internet research company eMarketer (http://www.emarketer.com),        
worldwide B2B e-Commerce revenues will surpass $1.4 trillion by the end of 2003.
By 2004, worldwide e-Commerce revenues are expected to total $2.7 trillion.     
According to eMarketer, the United States will account for over one-half of     
worldwide revenues in 2003.  At the end of 2003, B2B e-Commerce revenues in the 
US will total $721 billion.  By 2004, the US e-Commerce revenues are expected to
reach $1.01 trillion.  The report also reveals that 70 percent of companies have
experimented with purchasing online, but less than ten percent of their total   
spending is currently being channeled via the Internet.  Furthermore, the Census
Bureau of the U.S. Department of Commerce estimates that U.S. retail e-commerce 
sales for the first quarter of 2003 was $11.921 billion, an increase of 25.9    
percent from the first quarter of 2002. Total retail sales for the first quarter
of 2003 were estimated at $772.2 billion, an increase of 4.4 percent from the   
same period the previous year.                                                  

  The term, "e-commerce" refers to financial transactions carried out over
the Internet. Revenue from e-commerce is typically derived from transaction fees
or percentage of sales fees directly generated by the placement of links on a   
web-site to an online merchant site or online store. The growth in e-commerce is
being fueled by two interrelated factors. First, users are becoming increasingly
comfortable with the concept of using the Internet for retail shopping, due in  
part to growing confidence in credit card transaction security. Second, the     
number of Internet users is growing at a dynamic rate. International Data       
Corporation (http://www.idc.com) estimates that there were about 69 million     
users of the Internet at the end of 1997 and that the number of users had grown 
to 600 million by the end of 2002.                                              

The Internet enables advertisers to target their messages to audiences
having specific demographic characteristics and to track the effectiveness of   
their advertisements based on impressions delivered and click through rates.    
Advertising on the Internet is beginning to rival more traditional print and    
broadcast media.  The Interactive Advertising Bureau (http://www.iab.net)       

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estimates that worldwide Internet advertising has grown from $1.5 billion in    
1998 to $15 billion in 2003, of which $6.38 billion was spent in the United     
States.  Furthermore, Internet advertising spending is growing at a rate of 6.3%
annually versus 4.7% growth in all other media.  E-commerce is revolutionizing  
the way information and goods are bought and sold by offering convenience and   
affordability to consumers and businesses. This continued growth of Internet    
advertising demonstrates that an increasing number of advertisers now consider a
strong presence on the Internet as key to their overall branding strategies,    
which reinforces the importance of the medium as an integral component to       
across-the-board advertising coverage.                                          

  Relative to the United States and Western Europe, the Internet is in its
infancy in China. We believe that the number of Internet subscribers in China   
has grown rapidly in recent years and that the rate of growth in use of the     
Internet in China will continue to accelerate.  The IDC Study "Asia/Pacific     
Internet Access and Value-Added Services Forecast and Analysis, 2002-2007"      
analyzes the Asia/Pacific (excluding Japan) regional market for Internet access 
and Internet Protocol (IP) value-added services covering the key markets of     
Australia, Hong Kong, India, Korea, Malaysia, Philippines, the People's Republic
of China (PRC), Singapore, Taiwan, and Thailand.  According to IDC estimates, e-
commerce revenue in China had grown to $1.87 billion by 2002 with "business-to- 
business" e-commerce revenue accounting for better than 70 percent of e-commerce
revenue.  Growth of the Asia/Pacific (excluding Japan) Internet access market   
has continued through 2002 into 2003, boosted by new broadband services and     
market expansion in developing countries.  Total Internet subscribers in the    
Asia/Pacific region numbered 50 million in 2002, and the number is expected to  
reach 116 million in 2007, with revenues growing from US$8.5 billion in 2002 to 
US$24.4 billion in 2007, making dial-up and broadband Internet access revenues  
the dominant force in data communications revenues over the next five years.    

Our Business                                                                    

Our web-site, www.portaltochina.com, will be designed to meet the     
information needs of those interested in accessing the Chinese market, and to   
serve as a gateway for Chinese businesses to access international markets.      
PortalToChina.com will be a bilingual (both Chinese and English) web-site that  
offers Chinese business content that includes a comprehensive product and       
company database, online business tools, financial and economic news, a product 
trade center and a search engine.  This basic structure is expected to attract  
an audience that is, as a group, affluent, highly educated and willing to       
conduct business over the Internet, allowing our web-site to be an attractive   
host to online advertisers, e-commerce partners and sponsors.                   

   We believe that businesses are increasingly recognizing that productivity
and competitiveness depend on access to reliable online information, including  
information about customers, competitors, products, industries, business trends,
breaking news and market data. Because of its affordability, convenience and    
ease of access, the Internet has emerged as an effective medium for distributing
business information.  We believe that as business information requirements are 
reaching unprecedented levels, organizations will be willing to pay for         
information that gives them a competitive edge.                                 

  While company and product data is available from a variety of sources in
the United States, both in print and online, similar data regarding Chinese     
companies and products is not as readily available. We believe this lack of     
company and product data impedes the efficient operation and growth of companies
interested in doing business in China and presents an opportunity for us to     
develop and utilize a planned database of company and product information to    
become a reliable and recognized source of such data.                           

We intend to provide high-quality, cost-effective and useful business 
information, products and services that are essential to businesspersons today  
to support domestic and international trade in China and to provide an          
attractive environment for organizations seeking to establish advertising or e- 
commerce relationships.                                                         

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Products and Services                                                           

   Our principal product and service offerings include (1) content delivered
through our web-site; and (2) advertising, e-commerce and sponsorships made     
available through our web-site.                                                 

(1)  PortalToChina.com                                                          

     Our web-site will be located at the URL address www.portaltochina.com.  Our
plan is to develop the type of compelling features and services that will make  
our web-site one of the most comprehensive bilingual (both Chinese and English) 
search engines and Internet directories for Chinese business information        
presently in operation.  Users will be able to access information on Chinese    
trade and business (including trade and investment regulations, investment      
opportunities, special product offerings, exhibition schedules) and current     
Chinese financial and economic news.  We also plan to offer users the ability to
access multiple search engines and a domain name search engine.                 

Our content services will be tailored to meet the business information
needs of companies that are interested in doing business in China.  On          
successful completion of this offering, we intend to create a database of       
significant Chinese products and businesses.  We anticipate that our database   
will include 100,000 products and 10,000 companies within 12 months of our web- 
site being completed.  The database will enable buyers and sellers to share     
information with the business community, promote products and businesses, source
products and identify potential business partners.  Visitors will also be able  
to search, in either English or Chinese languages, for product information,     
company information and web-site directories.  We plan to include in the web-   
site a bulletin board where buyers and sellers can list information on products 
and services.                                                                   

    We intend to offer levels of access to our database.  The first level will
be free of charge.  All users will be able to view brief enterprise and product 
overviews, which will include the name, address, telephone and fax numbers, e-  
mail address, web-site and a brief description of the business and products     
offered.                                                                        

The second level of access to our planned database will be on a       
subscription basis.  It is our plan, market conditions permitting, to offer more
detailed company information, product information and supply and demand         
information to subscribers who will pay a monthly subscription fee (presently   
expected to average $20 per month) for access to such data.  We have not, as    
yet, begun efforts to launch our subscriber service and have not set a date to  
begin such efforts. There is no assurance that we will ever be able to launch   
our subscriber service or that such a service will be accepted by the market.   

 By deploying two levels of access to our database and an Internet-based
distribution model, we will be able to introduce our business information and   
services at no cost to the visitor. We intend to offer these users the          
opportunity to access more detailed business and product data at an affordable  
price, independent of their enterprise affiliations. We plan to create direct   
relationships with individuals within enterprises, that will facilitate future  
enterprise wide sales.                                                          

 While there are many search engines and databases available to Internet
users, very few of them are specifically designed to cater to English and       
Chinese language. We believe that search engines, increasingly recognized as the
key portals to the Internet, will benefit from the increasing number of Internet
users since advertisers will more likely advertise on web-sites that both       
demonstrate a high volume of user traffic and provide programs designed to make 
"surfing" the Internet easier by offering search capabilities and a wide range  
of visitor services.                                                            

   If we successfully complete this offering we intend to employ a technical
staff to collect company and product information from companies, governmental   

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agencies, trade exhibitions and publications, a variety of Internet-based and   
print resources and individual gathering efforts.  Companies will be encouraged 
to submit product and company information as a means of promoting their business
and may submit information directly to our staff by e-mail or by fax. Our staff 
will compile and organize the data and continuously manage and update the       
database to ensure the quality and accuracy of the information.  If we          
successfully complete this offering we expect to construct a server array of    
multiple UNIX and Windows servers and backup server systems in our primary      
location to host the database.  The construction of this technology             
infrastructure will cost approximately $30,000.                                 

(2)  Advertising, E-Commerce and Sponsorships                                   

     Our goal is to attract a large, demographically desirable audience of users
that make our web-site attractive to advertisers, sponsors and businesses who   
may be interested in marketing to our users or otherwise reaching our users     
through e-commerce. In particular, we plan to become a leader in providing cost-
effective services to Chinese businesses seeking to advertise or sell products  
and services over the Internet.                                                 

 We will offer banner and button advertisements, and sponsorships or co-
branded advertising to organizations that want to integrate their advertisements
or products with selected content on our web-site.  We will also offer e-       
commerce opportunities through our portal for organizations who want to sell    
their products on the Internet.  Moreover, we will offer combined arrangements  
that can integrate components of advertisement, sponsorship and e-commerce.     

     Banner ads are small, usually rectangular graphics that appear on most web-
sites. Like roadside billboards the messages are usually static and appear at   
the top of a web page.  Button ads are small, approximately square              
advertisements that are usually at the bottom of a web page and contain only a  
corporate name or brand. Clicking on the button takes the online viewer directly
to the corporate web-site which allows advertisers to directly interact with the
online viewer. Sponsorships are strategically placed corporate or brand names   
advertisements, possibly including a banner or button, which attempt to         
integrate a company's brand or products with the content on targeted web-sites. 
The goal of sponsorships is to cause users to strongly identify the advertiser  
with the mission, or content, of the web-site.                                  

We plan to enter into agreements with advertisers pursuant to which   
advertisements are placed on our web-site and we guarantee a minimum number of  
impressions for a fixed fee. Our list price for advertising will range from $25 
to $30 for each 1,000 impressions generated.  Advertisement rates depend upon a 
variety of factors, including the duration of the advertising contract, whether 
the advertisements are targeted to a particular audience or are "run-of-site"   
advertisements, and the number of impressions purchased, and are often          
negotiated on a case-by-case basis.                                             

In addition to advertising services, we can assist customers with the 
establishment of a complete online shop where consumers may view catalogs,      
product information and pricing information and order and pay for the products  
online.                                                                         

   We also intend to enter into joint ventures with name brand manufacturers
to sell products directly from our web-site.                                    

Strategy                                                                        

     Underlying our strategy is an understanding of the need to enhance, promote
and support a perception that our Internet offerings are specifically designed  
to meet the needs of our target users. Our goal is to be one of the leading     
Internet destinations for businesses doing, or seeking to do, business in China.
Our strategy to achieve this objective includes: (1) establishing our web-site  
as a premier Internet gateway and search engine; (2) expanding our database to  

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become a recognized leader in providing Chinese business information on the     
Internet; (3) establishing e-commerce to sell Chinese products and services; and
(4) establishing relationships with advertisers seeking to access the Chinese   
market.                                                                         

  We intend to build PortalToChina.com brand awareness and reputation.  At
present we are entirely reliant upon the Internet and our officers for marketing
and promotion of our services.  Upon successful completion of this offering, we 
intend to employ one or two sales representatives in order to build our internal
marketing capabilities through marketing, public relations campaigns and image  
advertising.  We plan to expand our relationships with frequently visited and   
well-known web-sites and establish new relationships that allow us to introduce 
our content to a broader audience. We also intend to create sponsor areas on    
popular web-sites frequented by businesspersons.                                

We intend to build the depth and breadth of our coverage of companies,
industries and products by expanding our database.  We may license additional   
company and industry information from third parties. We will seek to forge new  
and expanded distribution and content relationships. In order to increase the   
frequency and duration of our viewers' visits to our site, we intend to develop 
additional services, tools and online resource centers tailored to the Chinese  
market that visitors can use to perform mission-oriented tasks in areas such as 
professional development, business travel and corporate operations. By enhancing
and expanding our core content and tools, we intend to make our web-site a      
destination where persons interested in the Chinese market can improve their    
business skills and resources and transact business multiple times a day.       

     We intend to facilitate e-commerce by selling selected Chinese products and
services on our web-site.  We expect to realize revenue through sales agency    
agreements with the providers of these products and services and/or through fees
for the placement of these items on our web-site.  By expanding the range of    
items that are available through the PortalToChina.com web-site we intend to    
become a premier Internet destination for the online purchase of Chinese        
products and services.                                                          

    We intend to establish relationships with advertisers seeking to penetrate
the Chinese market.  As our database of Chinese products and companies becomes  
more comprehensive and the Internet traffic on the PortalToChina.com web-site   
increases, we expect that we will be able to demonstrate to prospective         
advertisers the value of placing advertisements on our web-site.  We expect to  
sell advertising in the form of banners, sidebars, and search engine placements 
where appropriate.                                                              

Marketing                                                                       

     We will rely almost exclusively on the Internet for marketing and promotion
of our services until we are able to employ sales personnel. Our Internet       
marketing strategies will include advertising and hyperlinks at other sites     
through partnerships with as many sites as possible to trade advertisements and 
links.  We also intend to market in business directories.  Our marketing efforts
are presently conducted by our officers.  On successful completion of this      
offering we intend to retain one or two sales representatives to market our     
services and provide customer support.                                          

Competition                                                                     

The market for Internet advertising, e-commerce and Internet-based    
information services is relatively new, intensely competitive, rapidly evolving 
and subject to rapid technological change. We expect competition to persist,    
intensify and increase in the future.  There are several Internet sites that    
promote Chinese trade and products that may compete with us for Internet        
advertising and e-commerce customers, including Netease, Sina Corporation,      
Tom.com and Yahoo! China. We also compete indirectly for advertisers and e-     
commerce customers with a large number of other Internet sites, including sites 
that cater to the Chinese market and sites that promote international trade, and
with traditional advertising and media agencies and formats.                    

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There are relatively low barriers to entering the markets in which we 
compete. We have no patented technology to preclude competitors from entering   
our markets; instead, as an information provider we rely on the skill of our    
personnel.  We expect that our services will be compared based upon performance,
price, creativity and reliability. We believe that we will be able to compete   
favorably in terms of performance, price, creativity and reliability. However,  
many of our competitors offer comprehensive Internet technology solutions,      
including ISP hosting services, and have longer operating histories, larger     
installed customer bases; longer relationships with clients, and significantly  
greater financial, technical and public relations resources than we do. There   
can be no assurance that we will be able to successfully compete with existing  
competitors or with new competitors that may enter one or more of our markets.  

Intellectual Property and Proprietary Rights                                    

  We regard copyrights, service marks, trademarks, trade secrets and other
intellectual property as critical to our success. While we do not presently hold
any copyrights, service marks or trademarks, we expect to rely on trademark and 
copyright law, trade secret protection and confidentiality and/or license       
agreements with employees, customers, partners and others to protect            
intellectual property rights. Despite such precautions, it may be possible for  
third parties to obtain and use intellectual property without authorization.    
Furthermore, the validity, enforceability and scope of protection of            
intellectual property in Internet-related industries is uncertain and still     
evolving. The laws of some foreign countries do not protect intellectual        
property to the same extent as do the laws of the United States.                

     We intend to pursue the registration of trademarks in the United States and
internationally in China and other Asian countries. We may not, however, be able
to secure adequate protection for such trademarks in the United States and other
countries. Effective trademark protection may not be available in all the       
countries in which we conduct business. Policing unauthorized use of marks is   
also difficult and expensive. In addition, it is possible that competitors will 
adopt product or service names similar to our own, thereby impeding our ability 
to build brand identity and possibly leading to customer confusion.             

     Many businesses are actively developing chat, home page, search and related
Internet technologies. Developers of such technologies can be expected to take  
steps to protect these technologies, including seeking patent protection. There 
may be patents issued or pending that are held by others and that cover         
significant parts of our technology, business methods or services. Disputes over
rights to these technologies may arise in the future. We cannot be certain that 
our products and services do not or will not infringe valid patents, copyrights 
or other intellectual property rights held by third parties. We may be subject  
to legal proceedings and claims from time to time relating to the intellectual  
property of others in the ordinary course of our business. In the event that we 
determine that licensing this intellectual property is appropriate, we may not  
be able to obtain a license on reasonable terms or at all. We may also incur    
substantial expenses in defending against third-party infringement claims,      
regardless of the merit of these claims. Successful infringement claims against 
us may result in substantial monetary liability or may prevent us from          
conducting all or a part of our business.                                       

 We also intend to license technology from third parties, including web-
server and encryption technology. The market is evolving and we may need to     
license additional technologies to remain competitive. We may not be able to    
license these technologies on commercially reasonable terms or at all. In       
addition, it is possible that licensed technologies may not be successfully     
integrated into our services. The inability to obtain any of these licenses     
could delay product and service development until alternative technologies can  
be identified, licensed and integrated.                                         

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Employees                                                                       

We currently have no employees.  Upon delivery of our web-site, we    
anticipate the need to hire two sales representatives to market our web-site and
provide customer support, and two technical staff to collect company and product
information, and compile and organize the information on a continuous basis.    
Upon successful completion of this offering, we will begin hiring the needed    
employees.  Until then, we will utilize independent contractors as needed and as
our resources permit.  We do not intend to provide any special benefit or       
incentive program to our employees.                                             

 Description Of Property

    We are presently using premises supplied at no cost by our President, Paul
Fong, at 1802-888 Pacific Street, Vancouver, British Columbia.  If this offering
is successful we intend to move our offices to leased premises of approximately 
800-1,000 square feet at another location to provide room for sales and         
technical staff.  The cost of such premises will be approximately $1,000 per    
month.                                                                          

 Legal Proceedings

    Neither PortalToChina.com, Inc., nor any of its officers or directors is a
party to any material legal proceeding or litigation and such persons know of no
material legal proceeding or contemplated or threatened litigation.  There are  
no judgments against PortalToChina.com, Inc. or its officers or directors. None 
of the our officers or directors have been convicted of a felony or misdemeanor 
relating to securities or performance in corporate office.                      

Directors, Executive Officers, Promoters And Control Persons

   The following sets forth our directors, executive officers, promoters and
control persons, their ages, and all offices and positions held.  Directors are 
elected for a period of one year and thereafter serve until their successor is  
duly elected by the shareholders.  Officers and other employees serve at the    
will of the Board of Directors.                                                 

                                                                [Download Table]
                                                                           
                                                   Term Period             
Name             Position              Age         Served as               
                                                   Director/Officer        
--------------   -------------------   ----        ------------------------
Paul Fong        President,             51         03/30/03 to present     
                 Chief Financial                                           
                 Officer,                                                  
                 Director                                                  

Caroline Rechia  Secretary,             32         03/30/03 to present     
                 Director                                                  

  Paul Fong serves as our President and Chief Financial Officer.  Mr. Fong
has been the President of Paul Fong Pontiac Buick GMC Ltd. in Vancouver, British
Columbia since 1998.  He completed three years of business studies at Simon     
Fraser University in Burnaby, British Columbia.                                 

  Caroline Rechia serves as our Vice President and Secretary.  Since 2001,
Ms. Rechia has been employed as a systems analyst by Chalk Media Corp., a       
privately held company based in Vancouver, British Columbia.  Chalk Media Corp. 
creates custom learning and marketing campaigns for corporations through rich   
media content, strategic design and targeted delivery.  From 2000 to 2001, Ms.  
Rechia provided useability testing services to THINQ Learning Solutions, Inc., a
privately held company headquartered in Baltimore, with operations in the United
States, Canada and the U.K. that provides enterprise learning management tools  
to corporations and government agencies.  From 1997 to 2000, Ms. Rechia was     
employed as a communications specialist for Canadian Tire Corporation, Ltd.  Ms.
Rechia received a Bachelor of Arts from the University of Toronto in 1994.      

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Executive Compensation

     To date we have no employees.  Neither our officers nor directors have been
paid any compensation.  We have no employment agreements with any of our        
officers.  We do not contemplate entering into any employment agreements until  
we have either successfully completed this offering or we have been able to     
arrange sufficient alternative financing.  Neither our officers nor our         
directors will be paid any compensation from the proceeds of this offering.     

There are no other stock option plans, retirement, pension, or profit 
sharing plans for the benefit of our officers and directors.  We do not have any
long-term incentive plans that provide compensation intended to serve as        
incentive for performance.                                                      

Certain Relationships And Related Transactions

  On May 30, 2003, we issued an unsecured promissory note in the amount of
$6,000 bearing interest at three percent per annum to Paul Fong, our President, 
Chief Financial Officer, and a Director.                                        

     We have issued common stock to the following officers, directors, promoters
and beneficial owners of more than 5% of our outstanding securities.            

                                                                [Download Table]
                                                                            
                   Position                                                 
Name               with Company    Shares     Consideration   Date          
----------------   -------------   ---------  --------------  --------------
Paul Fong          President,      3,000,000       $300       March 10, 2003
                   Chief                                                    
                   Financial                                                
                   Officer                                                  

Caroline Rechia    Vice President  2,500,000       $250       March 10, 2003
                   Secretary                                                

  On May 30, 2003, we issued an unsecured promissory note in the amount of
$6,000 bearing interest at three percent per annum to Paul Fong, our President, 
Chief Financial Officer, and a Director.  The promissory note is due on May 31, 
2005, but we anticipate repaying it earlier than the due date from the proceeds 
of this offering.  If we fail to repay the promissory note on the due date, then
the interest rate on the principal and accrued interest will increase as of May 
31, 2005 to five percent per annum.  Proceeds from this promissory note were    
used to pay for development of our business plan, accounting and legal expenses.
This transaction was evaluated as being fair by our directors reviewing the     
transaction without third party advice or consultation.  No independent third   
party has evaluated the fairness of this transaction.                           

Security Ownership Of Certain Beneficial Owners And Management

     As of May 31, 2003, the following table sets forth information known by our
management regarding beneficial ownership of our common stock at the date of    
this prospectus by: each person known by us to own, directly or beneficially,   
more than five percent of our common stock; each of our executive officers and  
directors; and, all of our officers and directors as a group.                   

    Except as otherwise indicated, our management believes that the beneficial
owners of the common stock listed below, based on information furnished by the  
owners, own the shares directly and have sole investment and voting power over  
the shares.                                                                     

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                                                                [Download Table]
                                                           
Name                    Number of Shares            Percent
-------------------     ----------------            -------
Paul Fong                     3,000,000                55% 

Caroline Rechia               2,500,000                45% 

Directors and                 5,500,000               100% 
officers as a group                                        
(two persons)                                              

The address for all officers and directors is 1802-888 Pacific Street,
Vancouver, British Columbia  V6Z 2S6.                                           

Mr. Fong and Ms. Rechia are promoters of PortalToChina.com, Inc.      

Plan Of Distribution

   Currently, we plan to sell our common stock through Paul Fong, who is our
President.  Mr. Fong will not receive any commission from the sale of any common
stock.  Mr. Fong will not register as a broker/dealer under Section 15 of the   
Securities Exchange Act of 1934 (the "Exchange Act") in reliance upon Rule 3a4- 
1.  Rule 3a4-1 sets forth those conditions under which a person associated with 
an issuer may participate in the offering of the issuer's securities and not be 
deemed to be a broker-dealer.  These conditions are as follows:                 

1.   The person is not subject to a statutory disqualification, as that term is 
defined in Section 3(a)(39) of the Exchange Act, at the time of his             
participation;                                                                  

2.   The person is not compensated in connection with his participation by the  
payment of commissions or other remuneration based either directly or indirectly
on transactions in securities;                                                  

3.   The person is not, at the time of their participation, an associated person
of a broker-dealer; and                                                         

4.   The person meets the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of   
the Exchange Act in that she (a) primarily performs, or is intended to primarily
perform at the end of the offering, substantial duties for or on behalf of the  
Issuer otherwise than in connection with transactions in securities; and (b) is 
not a broker-dealer, or an associated person of a broker-dealer, within the     
preceding twelve (12) months; and (c) does not participate in selling and       
offering of securities for any Issuer more than once every twelve (12) months   
other than in reliance on paragraphs (a)(4)(i) or (a) (4) (iii) of the Exchange 
Act.                                                                            

    Mr. Fong is not subject to disqualification, is not being compensated, and
is not associated with a broker-dealer.  Mr. Fong is and will continue to be one
of our officers and directors at the end of the offering and, during the last   
twelve months, he has not been and is not currently a broker-dealer nor         
associated with a broker-dealer.  Mr. Fong has not, during the last twelve      
months, and will not, during the next twelve months, offer or sell securities   
for another corporation other than in reliance on paragraphs (a)(4)(i) or (a)   
(4) (iii) of the Exchange Act.                                                  

     We will be conducting our offering of common stock exclusively to residents
of Canada and Europe.                                                           

   We are offering the stock directly without any requirement that a minimum
number of shares be sold.  The Offering will continue until the earlier of the  
date all offered shares are sold or six months from the date of this prospectus.
The funds received from the sale of stock in this offering will not be placed in
escrow and will immediately be available to us for use in our business in the   
manner described in "Use of Proceeds."  No broker-dealer is participating in    
this offering, and no sales commissions will be paid to any person in connection
with this offering.                                                             

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     There is currently no trading market for our common stock, and there can be
no assurance that any trading market will develop in the future.                

 Description Of The Securities

We are currently authorized to issue 100,000,000 shares of $0.0001 par
value common stock. All shares are equal to each other with respect to          
liquidation and dividend rights.  Holders of voting shares are entitled to one  
vote for each share that they own at any shareholders' meeting.  Holders of our 
shares of Common stock do not have cumulative voting rights                     

     Holders of shares of common stock are entitled to receive such dividends as
may be declared by the Board of Directors out of funds legally available.  Upon 
liquidation, holders of shares of common stock are entitled to participate pro- 
rata in a distribution of assets available for such distribution to             
shareholders. There are no conversion, pre-emptive or other subscription rights 
or privileges with respect to any shares.                                       

    Our Articles of Incorporation do not provide for the issuance of any other
securities.                                                                     

 Disclosure Of Commission Position On Indemnification For Securities Act
 Liabilities

Article Twelfth of our Articles of Incorporation provides, among other
things, that  no director or officer of the Corporation shall be personally     
liable to the Corporation or any of its stockholders for damages for breach of  
fiduciary duty as a director or officer involving any act or omission of any    
such director or officer; provided, however, that the foregoing provision shall 
not eliminate or limit the liability of a director or officer (i) for acts or   
omissions which involve intentional misconduct, fraud or a knowing violation of 
law, or (ii) the payment of dividends in violation of Section 78.300 of the     
Nevada Revised Statutes.                                                        

Insofar as indemnification for liabilities arising under the Securities Act     
of 1933 (the "Act") may be permitted to directors, officers and controlling     
persons of the small business issuer pursuant to the foregoing provisions, or   
otherwise, the small business issuer has been advised that in the opinion of    
the Securities and Exchange Commission such indemnification is against public   
policy as expressed in the Act and is, therefore, unenforceable.                

In the event that any claim for indemnification against such liabilities (other 
than the payment by the small business issuer of expenses incurred or paid by a 
director, officer or controlling person of the small business issuer in the     
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, we    
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 of whether such indemnification by it is against public policy as      
expressed in the Act and will be governed by the final adjudication of such     
issue.                                                                          

 Legal Matters

 The validity of the shares of Common stock offered by us will be passed
upon by the law firm of Mound, Cotton, Wollan & Greengrass, New York, New York. 

 Experts

Our balance sheet as of May 31, 2003, and the related statements of   
operations and deficit accumulated during the development stage, cash flows and 
stockholders' equity for the period March 18, 2003 (date of inception) to May   
31, 2003, have been included herein in reliance on the report of Moore Stephens 
Ellis Foster Ltd., Chartered Accountants, given on the authority of that firm as
experts in accounting and auditing.                                             

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 Available Information

We are not required to deliver an annual report to our security holders and we  
do not intend to do so. We are required to file annual, quarterly and current   
reports, proxy statements and other information with the Securities and Exchange
Commission.  Our Securities and Exchange Commission filings are available to the
public over the Internet at the SEC's web-site at http://www.sec.gov.           

You may also read and copy any materials we file with the Securities and        
Exchange Commission at the SEC's public reference room at 450 Fifth Street N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further       
information on the operation of the public reference rooms.                     

We have filed with the Securities and Exchange Commission a registration        
statement on Form SB-2, under the Securities Act with respect to the securities 
offered under this prospectus. This prospectus, which forms a part of that      
registration statement, does not contain all information included in the        
registration statement. Certain information is omitted and you should refer to  
the registration statement and its exhibits. With respect to references made in 
this prospectus to any contract or other document of PortalToChina.com, Inc.,   
the references are not necessarily complete and you should refer to the exhibits
attached to the registration statement for copies of the actual contract or     
document. You may review a copy of the registration statement at the SEC's      
public reference room. Please call the SEC at 1-800-SEC-0330 for further        
information on the operation of the public reference rooms. Our filings and the 
registration statement can also be reviewed by accessing the SEC's web-site at  
http://www.sec.gov.                                                             

No finder, dealer, sales person or other person has been authorized to give any 
information or to make any representation in connection with this offering other
than those contained in this prospectus and, if given or made, such information 
or representation must not be relied upon as having been authorized by          
PortalToChina.com, Inc.  This prospectus does not constitute an offer to sell or
a solicitation of an offer to buy any of the securities offered hereby by anyone
in any jurisdiction in which such offer or solicitation is not authorized or in 
which the person making such offer or solicitation is not qualified to do so or 
to any person to whom it is unlawful to make such offer or solicitation.        
Neither the delivery of this prospectus nor any sale made hereunder shall, under
any circumstances, create any implication that the information contained herein 
is correct as of anytime subsequent to the date of this prospectus.             

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 Index To Financial Statements

 PortalToChina.com, Inc.

                                                                           Pages

FINANCIAL STATEMENTS FOR THE SIX MONTH PERIOD ENDED                             
NOVEMBER 30, 2003 (UNAUDITED)                                                   

Balance Sheet for period ended November 30, 2003.......................    F-2  
Statement of Operations and Deficit for period ended November 30, 2003.    F-3  
Statement of Cash Flows for period ended November 30, 2003.............    F-4  
Notes to Financial Statements for period ended November 30, 2003..F-5 thru F-8  

FINANCIAL STATEMENTS AS OF MAY 31, 2003                                         

Report of Independent Auditors.........................................    F-9  
Balance Sheet for period ended May 31, 2003............................   F-10  
Statement of Operations and Deficit for period ended May 31, 2003......   F-11  
Statement of Cash Flows for period ended May 31, 2003..................   F-12  
Statement of Stockholders Equity for period ended May 31, 2003.........   F-13  
Notes to Financial Statements for period ended May 31, 2003.....F-14 thru F-17  

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PORTALTOCHINA.COM, INC.                                                         
(A development stage company)                                                   

Balance Sheet                                                                   
November 30, 2003                                                               
(Unaudited - Prepared by Management)                                            
(Expressed in U.S. Dollars)                                                     
================================================================================
                                    November 30, 2003         May 31, 2003
--------------------------------------------------------------------------------
ASSETS                                                                          

Current                                                                         
  Cash and cash equivalents             $            101         $         6,215
--------------------------------------------------------------------------------

Total assets                            $            101         $         6,215
================================================================================

LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                        

Liabilities                                                                     

Current                                                                         
Accounts payable and                                                        
  accrued liabilities                   $              0         $         1,408

Promissory note and                                                             
  accrued interest                                 6,090                   6,000
--------------------------------------------------------------------------------
                                                   6,090                   7,408
================================================================================
Stockholders' Deficiency                                                        

Share capital                                                                   
Authorized: 100,000,000                                                     
common shares with a par value of                                           
$0.0001 per share                                                           
Issued and outstanding:                                                     
  5,500,000 common shares                            550                     550

(Deficit) accumulated during                                                    
  the development stage                          (6,539)                 (1,743)
--------------------------------------------------------------------------------
Total stockholders' equity deficiency            (5,989)                 (1,193)
--------------------------------------------------------------------------------
Total liabilities and                                                           
stockholders' deficiency                $            101         $         6,215
================================================================================

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

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PORTALTOCHINA.COM, INC.                                                         
(A development stage company)                                                   

Statement of Operations                                                         
(Unaudited - Prepared by Management)                                            
(Expressed in U.S. Dollars)                                                     
================================================================================
Cumulative Amounts          
                          Since March 18,                         March 18, 2003
                          2003 (inception) to  Six Months Ended   (inception) to
                        November 30, 2003    November 30, 2003  May 31, 2003
--------------------------------------------------------------------------------
General and administrative expenses                                             
Accounting              $             1,650  $           1,650     $        
  Incorporation                         1,728                  0           1,728
Legal                                 3,000              3,000              
  Interest                                161                146              15
--------------------------------------------------------------------------------
                                        6,539              4,796           1,743
--------------------------------------------------------------------------------
(Loss) for the period     $           (6,539)  $         (4,796)     $   (1,743)
================================================================================
(Loss) per share                                                                
 - basic and diluted                           $          (0.00)     $    (0.00)
================================================================================
Weighted average number of                                                      
common shares outstanding                                                   
  - basic and diluted                          $       5,500,000     $ 5,500,000
================================================================================
The accompanying notes are an integral part of these financial statements.      

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PORTALTOCHINA.COM, INC.                                                         
(A development stage company)                                                   

Statement of Cash Flows                                                         
(Unaudited - Prepared by Management)                                            
(Expressed in U.S. Dollars)                                                     
================================================================================
Cumulative Amounts          
                          Since March 18,                         March 18, 2003
                          2003 (inception) to  Six Months Ended   (inception) to
                        November 30, 2003    November 30, 2003  May 31, 2003
--------------------------------------------------------------------------------
Cash flows from (used in) operating activities                                  

  (Loss) for the period    $          (6,539)  $         (4,796)  $      (1,743)
Changes in assets                                                           
and liabilities:                                                            
- increase (decrease) in                                                    
accounts payable and                                                    
    accrued liabilities                     0            (1,408)           1,408
--------------------------------------------------------------------------------
                                      (6,539)            (6,204)           (335)
--------------------------------------------------------------------------------
Cash flows from financing activities                                            

  Promissory note                       6,090                 90           6,000
Proceeds from issuance                                                      
  of common stock                         550                  -             550
--------------------------------------------------------------------------------
                                        6,640            (6,114)           6,550
--------------------------------------------------------------------------------
Increase in cash and                                                            
  cash equivalents                        101            (1,408)           6,215
--------------------------------------------------------------------------------
Cash and cash equivalents,                                                      
  beginning of period                       -              6,215               -
--------------------------------------------------------------------------------
Cash and cash equivalents,                                                      
  end of period            $              101  $             101  $        6,215
================================================================================
The accompanying notes are an integral part of these financial statements.      

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1.   Incorporation and Continuance of Operations                                

The Company was formed on March 18, 2003 under the laws of the State of Nevada. 
The Company is in the business of operating an internet portal featuring Chinese
business.  The Company is considered a development stage company as defined in  
SFAS No. 7.  The Company has an office in Vancouver, Canada.                    

These financial statements have been prepared in accordance with generally      
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and the satisfaction of liabilities and commitments in
the normal course of business. The Company has incurred operating losses and    
requires additional funds to maintain its operations.  Management's plans in    
this regard are to raise equity financing as required.                          

These conditions raise substantial doubt about the Company's ability to continue
as a going concern.  These financial statements do not include any adjustments  
that might result from this uncertainty.                                        

The Company has not generated any operating revenues to date.                   

2.   Significant Accounting Policies                                            

(a)  Cash and Cash Equivalents                                                  

Cash equivalents comprise certain highly liquid instruments with a maturity of  
three months or less when purchased.                                            

(b)  Accounting Estimates                                                       

The preparation of financial statements in conformity with generally accepted   
accounting principles 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 date of the financial statements and   
the reported amounts of revenues and expenses during the reporting period.      
Actual results could differ from those estimates and assumptions.               

(c)  Advertising Expenses                                                       

The Company expenses advertising costs as incurred.  There was no advertising   
expenses incurred by the Company for the period ended May 31, 2003.             

(d)  Loss Per Share                                                             

Loss per share is computed using the weighted average number of shares          
outstanding during the period. The Company has adopted SFAS No. 128, "Earnings  
Per Share".  Diluted loss per share is equivalent to basic loss per share.      

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2.   Significant Accounting Policies (continued)                                

(e)  Concentration of Credit Risk                                               

The Company places its cash and cash equivalents with high credit quality       
financial institutions.  As of May 31, 2003, the Company had no balance in a    
bank beyond insured limits.                                                     

(f)  Foreign Currency Transactions                                              

The Company is located and operating outside of the United States of America.   
It maintains its accounting records in U.S. Dollars, as follows:                

At the transaction date, each asset, liability, revenue and expense is          
translated into U.S. dollars by the use of the exchange rate in effect at that  
date.  At the period end, monetary assets and liabilities are remeasured by     
using the exchange rate in effect at that date.  The resulting foreign exchange 
gains and losses are included in operations.                                    

(g)  Fair Value of Financial Instruments                                        

The respective carrying value of certain on-balance-sheet financial instruments 
approximated their fair value.  These financial instruments include cash and    
cash equivalents, accounts payable and accrued liabilities and promissory note  
and accrued interest.  Fair values were assumed to approximate carrying values  
for these financial instruments, except where noted, since they are short term  
in nature and their carrying amounts approximate fair values or they are        
receivable or payable on demand.  Management is of the opinion that the Company 
is not exposed to significant interest or credit risks arising from these       
financial instruments.  The Company is operating outside the United States of   
America and has significant exposure to foreign currency risk due to the        
fluctuation of currency in which the Company operates and U.S. dollar.          

(h)  Income Taxes                                                               

The Company has adopted Statement of Financial Accounting Standards No. 109     
(SFAS 109), Accounting for Income Taxes, which requires the Company to recognize
deferred tax liabilities and assets for the expected future tax consequences of 
events that have been recognized in the Company's financial statements or tax   
returns using the liability method.  Under this method, deferred tax liabilities
and assets are determined based on the temporary differences between the        
financial statement and tax bases of assets and liabilities using enacted tax   
rates in effect in the years in which the differences are expected to reverse.  

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2.   Significant Accounting Policies   (continued)                              

(i)  Stock-Based Compensation                                                   

The Company has adopted the disclosure-only provisions of Statement of Financial
Accounting Standards No. 123 (SFAS 123), Accounting for Stock-based             
Compensation. SFAS 123 encourages, but does not require, companies to adopt a   
fair value based method for determining expense related to stock-based          
compensation. The Company accounts for stock-based compensation issued to       
employees and directors using the intrinsic value method as prescribed under    
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to      
Employees and related interpretations.                                          

The Company did not grant any stock options during the period.                  

(j)  Comprehensive Income                                                       

The Company adopted Statement of Financial Accounting Standards No. 130 (SFAS   
130), Reporting Comprehensive Income, which establishes standards for reporting 
and display of comprehensive income, its components and accumulated balances.   
The Company is disclosing this information on its Statement of Stockholders'    
Equity (Deficiency).  Comprehensive income comprises equity except those        
resulting from investments by owners and distributions to owners.  The Company  
has no elements of "other comprehensive income" for the period ended May 31,    
2003.                                                                           

(k)  New Accounting Pronouncements                                              

In April 2003, the Financial Accounting Standard Board issued Statement of      
Financial Accounting Standard No. 149 (SFAS 149), Amendment of Statement 133 on 
Derivative Instruments and Hedging Activities.  This Statement amends and       
clarifies financial accounting and reporting for derivative instruments,        
including certain derivative instruments embedded in other contracts            
(collectively referred to as derivatives) and for hedging activities under SFAS 
No. 133, Accounting for Derivative Instruments and hedging Activities.  This    
Statement is effective for contracts entered into or modified after June 30,    
2003.  The adoption of SFAS No. 149 will not have an impact on the Company's    
financial statements.                                                           
In May 2003, the Financial Accounting Standard Board issued Statement of        
Financial Accounting Standard No. 150 (SFAS 150), Accounting for Certain        
Financial Instruments with Characteristics of both Liabilities and Equity.  This
Statement establishes standards for how an issuer classifies and measures       
certain financial instruments with characteristics of both liabilities and      
equity.  It requires that an issuer classify financial instrument that is within
the scope as a liability (or an asset in some circumstances).  This Statement is
effective for financial instruments entered into or modified after May 31, 2003,
and otherwise at the beginning of the first interim period beginning after June 
15, 2003.  The adoption of SFAS 150 will not have an impact on the Company's    
financial statements.                                                           

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3.   Promissory Note                                                            

A promissory note is payable to a director of the Company.  It is unsecured,    
bearing interest at 3% per annum, and is due on May 31, 2005.  At November 30,  
2003, accrued interest payable on the promissory note was $90.                  

4.   Related Party Transactions and Commitments                                 

See Note 3.                                                                     

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 REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders                                      
PortalToChina.com, Inc.                                                         
(A development stage company)                                                   

We  have audited the balance sheet of PortalToChina.com, Inc. ("the Company") (A
development  stage  company)  as  at May 31, 2003,  the  related  statements  of
stockholders'  deficiency,  operations  and  cash  flows  from  March  18,  2003
(inception)  to May 31, 2003.  These financial statements are the responsibility
of  the  Company's management.  Our responsibility is to express an  opinion  on
these financial statements based on our 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 an audit to obtain reasonable assurance 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  provide   a
reasonable basis for our opinion.                                               

In  our  opinion,  these financial statements present fairly,  in  all  material
respects,  the  financial position of the Company as at May  31,  2003  and  the
results  of  its  operations and cash flows for the period from March  18,  2003
(inception)  to  May  31, 2003 in conformity with generally accepted  accounting
principles in the United States of America.                                     

The  accompanying  financial  statements have been prepared  assuming  that  the
Company  will  continue  as a going concern.  As discussed  in  Note  1  to  the
financial statements, the Company has suffered losses from operations that raise
substantial   doubt  about  its  ability  to  continue  as  a   going   concern.
Management's plans in regard to these matters are also described in Note 1.  The
financial statements do not include any adjustments that might result  from  the
outcome of this uncertainty.                                                    

Vancouver, Canada                                                               
June 26, 2003       Chartered Accountants                                       

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PORTALTOCHINA.COM, INC.                                                         
(A development stage company)                                                   

Balance Sheet                                                                   
May 31, 2003                                                                    
(Expressed in U.S. Dollars)                                                     
================================================================================
                                                                            2003
--------------------------------------------------------------------------------
ASSETS                                                                          

Current                                                                         
  Cash and cash equivalents                                            $   6,215
--------------------------------------------------------------------------------

Total assets                                                           $   6,215
================================================================================

LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                        

Liabilities                                                                     

Current                                                                         
  Accounts payable and accrued liabilities                             $   1,408

Promissory note and accrued interest                                       6,000
--------------------------------------------------------------------------------
                                                                           7,408
================================================================================
Stockholders' Deficiency                                                        

Share Capital                                                                   

Authorized:                                                                     
100,000,000 common shares with a par value of $0.0001                           
per share                                                                       
Issued and outstanding:                                                         
5,500,000 common shares                                                      550

(Deficit) accumulated during the                                         (1,743)
development stage                                                               
--------------------------------------------------------------------------------
Total stockholders' equity deficiency                                    (1,193)
--------------------------------------------------------------------------------

Total liabilities and stockholders' deficiency                        $    6,215
================================================================================

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

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PORTALTOCHINA.COM, INC.                                                         
(A development stage company)                                                   

Statement of Operations                                                         
(Expressed in U.S. Dollars)                                                     
================================================================================
                                                                  March 18, 2003
                                                                     (inception)
                                                                 to May 31, 2003
--------------------------------------------------------------------------------
General and administrative expenses                                             
  Incorporation                                                       $    1,728
  Interest                                                                    15
--------------------------------------------------------------------------------
                                                                           1,743
--------------------------------------------------------------------------------
(Loss) for the period                                                 $  (1,743)
================================================================================
(Loss) per share                                                                
 - basic and diluted                                                  $   (0.00)
================================================================================
Weighted average number of                                                      
common shares outstanding                                                   
  - basic and diluted                                                  5,500,000
================================================================================

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

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PORTALTOCHINA.COM, INC.                                                         
(A development stage company)                                                   

Statement of Cash Flows                                                         
(Expressed in U.S. Dollars)                                                     
================================================================================
                                                                  March 18, 2003
                                                                     (inception)
                                                                 to May 31, 2003
--------------------------------------------------------------------------------
Cash flows from (used in) operating activities                                  
  (Loss) for the period                                               $  (1,743)
Changes in assets and liabilities:                                          
  - increase in accounts payable and accrued liabilities                   1,408
--------------------------------------------------------------------------------
                                                                           (335)
--------------------------------------------------------------------------------
Cash flows from financing activities                                            
  Promissory note                                                          6,000
  Proceeds from issuance of common stock                                     550
--------------------------------------------------------------------------------
                                                                           6,550
--------------------------------------------------------------------------------
Increase in cash and cash equivalents                                      6,215

Cash and cash equivalents, beginning of period                                 -
--------------------------------------------------------------------------------
Cash and cash equivalents, end of period                              $    6,215
================================================================================

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

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PORTALTOCHINA.COM, INC.                                                         
(A development stage company)                                                   

Statement of Stockholders'                                                      
Deficiency                                                                      
For the period from March 18, 2003                                              
(inception) to May 31, 2003                                                     
(Expressed in U.S. Dollars)                                                     
================================================================================
                                         Deficit
                                     accumulated
                                                          during           Total
                                   Common Stock      development   stockholders'
                                 -----------------         stage      deficiency
   Shares     Amount
--------------------------------------------------------------------------------
Issuance of common stock for                                                    
cash                                                                            
  March 18, 2003, $0.0001 per    5,500,000   $ 550    $       -        $     550
share                                                                           

Comprehensive income (loss)                                                     
  Loss for the period                    -       -      (1,743)          (1,743)
--------------------------------------------------------------------------------
Balance, May 31, 2003            5,500,000   $ 550    $ (1,743)        $ (1,193)
================================================================================

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

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1.   Incorporation and Continuance of Operations                                

     The  Company  was formed on March 18, 2003 under the laws of the  State  of
     Nevada.   The  Company is in the business of operating an  internet  portal
     featuring Chinese business.  The Company is considered a development  stage
     company  as defined in SFAS No. 7.  The Company has an office in Vancouver,
Canada.                                                               

     These  financial statements have been prepared in accordance with generally
     accepted  accounting  principles  applicable  to  a  going  concern,  which
     contemplates the realization of assets and the satisfaction of  liabilities
     and  commitments in the normal course of business. The Company has incurred
     operating  losses and requires additional funds to maintain its operations.
     Management's  plans  in  this  regard are  to  raise  equity  financing  as
required.                                                             

     These  conditions  raise substantial doubt about the Company's  ability  to
     continue as a going concern.  These financial statements do not include any
adjustments that might result from this uncertainty.                  

The Company has not generated any operating revenues to date.         

2.   Significant Accounting Policies                                            

(a)  Cash and Cash Equivalents                                        

          Cash  equivalents  comprise certain highly liquid instruments  with  a
maturity of three months or less when purchased.            

(b)  Accounting Estimates                                             

          The  preparation of financial statements in conformity with  generally
          accepted  accounting principles 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
          date  of the financial statements and the reported amounts of revenues
          and expenses during the reporting period.  Actual results could differ
from those estimates and assumptions.                       

(c)  Advertising Expenses                                             

          The  Company  expenses advertising costs as incurred.   There  was  no
          advertising expenses incurred by the Company for the period ended  May
31, 2003.                                                   

(d)  Loss Per Share                                                   

          Loss per share is computed using the weighted average number of shares
          outstanding during the period. The Company has adopted SFAS  No.  128,
          "Earnings Per Share".  Diluted loss per share is equivalent  to  basic
loss per share.                                             

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2.   Significant Accounting Policies (continued)                                

(e)  Concentration of Credit Risk                                     

          The  Company  places its cash and cash equivalents  with  high  credit
          quality  financial institutions.  As of May 31, 2003, the Company  had
no balance in a bank beyond insured limits.                 

(f)  Foreign Currency Transactions                                    

          The  Company is located and operating outside of the United States  of
          America.   It  maintains its accounting records in  U.S.  Dollars,  as
follows:                                                    

          At the transaction date, each asset, liability, revenue and expense is
          translated into U.S. dollars by the use of the exchange rate in effect
          at  that date.  At the period end, monetary assets and liabilities are
          remeasured  by  using the exchange rate in effect at that  date.   The
          resulting   foreign  exchange  gains  and  losses  are   included   in
operations.                                                 

(g)  Fair Value of Financial Instruments                              

          The  respective  carrying value of certain on-balance-sheet  financial
          instruments   approximated   their  fair   value.    These   financial
          instruments  include cash and cash equivalents, accounts  payable  and
          accrued  liabilities and promissory note and accrued  interest.   Fair
          values were assumed to approximate carrying values for these financial
          instruments, except where noted, since they are short term  in  nature
          and  their  carrying  amounts approximate  fair  values  or  they  are
          receivable  or payable on demand.  Management is of the  opinion  that
          the  Company  is not exposed to significant interest or  credit  risks
          arising  from  these financial instruments.  The Company is  operating
          outside  the United States of America and has significant exposure  to
          foreign currency risk due to the fluctuation of currency in which  the
Company operates and U.S. dollar.                           

(h)  Income Taxes                                                     

          The  Company  has adopted Statement of Financial Accounting  Standards
          No.  109  (SFAS 109), Accounting for Income Taxes, which requires  the
          Company  to  recognize deferred tax liabilities  and  assets  for  the
          expected  future tax consequences of events that have been  recognized
          in  the  Company's  financial statements  or  tax  returns  using  the
          liability  method.   Under this method, deferred tax  liabilities  and
          assets  are determined based on the temporary differences between  the
          financial  statement  and tax bases of assets  and  liabilities  using
          enacted tax rates in effect in the years in which the differences  are
expected to reverse.                                        

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2.   Significant Accounting Policies   (continued)                              

(i)  Stock-Based Compensation                                         

          The Company has adopted the disclosure-only provisions of Statement of
          Financial  Accounting  Standards No. 123 (SFAS  123),  Accounting  for
          Stock-based  Compensation. SFAS 123 encourages, but does not  require,
          companies  to adopt a fair value based method for determining  expense
          related  to stock-based compensation. The Company accounts for  stock-
          based  compensation  issued  to  employees  and  directors  using  the
          intrinsic value method as prescribed under Accounting Principles Board
          Opinion  No. 25, Accounting for Stock Issued to Employees and  related
interpretations.                                            

  The Company did not grant any stock options during the period.

(j)  Comprehensive Income                                             

          The  Company  adopted Statement of Financial Accounting Standards  No.
          130  (SFAS  130),  Reporting Comprehensive Income,  which  establishes
          standards  for  reporting  and display of  comprehensive  income,  its
          components  and accumulated balances.  The Company is disclosing  this
          information  on  its  Statement of Stockholders' Equity  (Deficiency).
          Comprehensive  income  comprises equity except  those  resulting  from
          investments by owners and distributions to owners.  The Company has no
          elements of "other comprehensive income" for the period ended May  31,
2003.                                                       

(k)  New Accounting Pronouncements                                    

          In   April  2003,  the  Financial  Accounting  Standard  Board  issued
          Statement  of  Financial  Accounting  Standard  No.  149  (SFAS  149),
          Amendment  of  Statement  133 on Derivative  Instruments  and  Hedging
          Activities.  This Statement amends and clarifies financial  accounting
          and reporting for derivative instruments, including certain derivative
          instruments embedded in other contracts (collectively referred  to  as
          derivatives) and for hedging activities under SFAS No. 133, Accounting
          for Derivative Instruments and hedging Activities.  This Statement  is
          effective for contracts entered into or modified after June 30,  2003.
          The  adoption of SFAS No. 149 will not have an impact on the Company's
financial statements.                                       

    (l)  In May 2003, the Financial Accounting Standard Board issued Statement
       of Financial Accounting Standard No. 150 (SFAS 150), Accounting for
          Certain Financial Instruments with Characteristics of both Liabilities
       and Equity.  This Statement establishes standards for how an issuer
classifies and measures certain financial instruments with  
        characteristics of both liabilities and equity.  It requires that an
       issuer classify  financial instrument that is within the scope as a
     liability (or an asset in some circumstances).  This Statement is
      effective for financial instruments entered into or modified after
     May 31, 2003, and otherwise at the beginning of the first interim
        period beginning after June 15, 2003.  The adoption of SFAS 150 will
not have an impact on the Company's financial statements.   

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3.   Promissory Note                                                            

          A  promissory  note is payable to a director of the  Company.   It  is
          unsecured,  bearing interest at 3% per annum, and is due  on  May  31,
          2005.   At May 31, 2003, there was no accrued interest payable on  the
promissory note.                                            

4.   Income Taxes                                                               

     As  at  May  31,  2003,  the  Company has estimated  net  operating  losses
     carryforward  for  tax  purposes of $1,700.  This  amount  may  be  applied
     against  future federal taxable income. The Company evaluates its valuation
     allowance  requirements  on  an  annual basis  based  on  projected  future
     operations.   When  circumstances  change  and  this  causes  a  change  in
     management's judgement about the realizability of deferred tax assets,  the
     impact  of the change on the valuation allowance is generally reflected  in
current income.                                                       

     The  tax  effects of temporary differences that give rise to the  Company's
deferred tax asset (liability) are as follows:                        

Tax loss carry forwards                  $    595               
Valuation allowance                         (595)               
                          --------
                          $      -
                          ========

     Future income tax benefits which may arise as a result of these losses have
     not  been recognized in these financial statements as their realization  is
uncertain.                                                            

5.   Related Party Transactions and Commitments                                 

See Note 3.                                                           

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2,500,000 Shares

 PortalToChina.com, Inc.

Common Stock

____________
PROSPECTUS

We have not authorized any dealer, salesperson or other person to give you      
written information other than this prospectus or to make representations as to 
matters not stated in this prospectus. You must not rely on unauthorized        
information. This prospectus is not an offer to sell these securities or a      
solicitation of your offer to buy the securities in any jurisdiction where that 
would not be permitted or legal. Neither the delivery of this prospectus nor any
sales made hereunder after the date of this prospectus shall create an          
implication that the information contained herein or the affairs of the Issuer  
have not changed since the date hereof.                                         

Until  _________, 2004, 90 days after the date of this prospectus,  all  dealers
that  buy, sell or trade in our securities, whether or not participating in this
offering,  may  be  required to deliver a prospectus.  This  requirement  is  in
addition  to the dealers' obligation to deliver a prospectus when acting  as  an
underwriter with respect to its unsold allotment or subscription.               

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PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24.  Indemnification of Directors and Officers.                            

Section 78.7502 of the Nevada Business Corporation Act provides that each       
corporation shall have the following powers:                                    

1.  A corporation may indemnify any person who was or is a party or is          
threatened to be made a party to any threatened, pending or completed action,   
suit or proceeding, whether civil, criminal, administrative or investigative,   
except an action by or in the right of the corporation, by reason of the fact   
that he is or was a director, officer, employee or agent of the corporation, or 
is or was serving at the request of the corporation as a director, officer,     
employee or agent of another corporation, partnership, joint venture, trust or  
other enterprise, against expenses, including attorneys' fees, judgments, fines 
and amounts paid in settlement actually and reasonably incurred by him in       
connection with the action, suit or proceeding if he:                           

(a) Is not liable pursuant to NRS 78.138; or                                    

(b) Acted in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any  
criminal action or proceeding, had no reasonable cause to believe his conduct   
was unlawful.                                                                   

The termination of any action, suit or proceeding by judgment, order,           
settlement, conviction or upon a plea of nolo contendere or its equivalent, does
not, of itself, create a presumption that the person is liable pursuant to NRS  
78.138 or did not act in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the corporation, or that, with 
respect to any criminal action or proceeding, he had reasonable cause to believe
that his conduct was unlawful.                                                  

2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or 
in the right of the corporation to procure a judgment in its favor by reason of 
the fact that he is or was a director, officer, employee or agent of the        
corporation, or is or was serving at the request of the corporation as a        
director, officer, employee or agent of another corporation, partnership, joint 
venture, trust or other enterprise against expenses, including amounts paid in  
settlement and attorneys' fees actually and reasonably incurred by him in       
connection with the defense or settlement of the action or suit if he:          

(a) Is not liable pursuant to NRS 78.138; or                                    

(b) Acted in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation.                           

Indemnification may not be made for any claim, issue or matter as to which such 
a person has been adjudged by a court of competent jurisdiction, after          
exhaustion of all appeals therefrom, to be liable to the corporation or for     
amounts paid in settlement to the corporation, unless and only to the extent    
that the court in which the action or suit was brought or other court of        
competent jurisdiction determines upon application that in view of all the      
circumstances of the case, the person is fairly and reasonably entitled to      
indemnity for such expenses as the court deems proper.                          

3. To the extent that a director, officer, employee or agent of a corporation   
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
or matter therein, the corporation shall indemnify him against expenses,        
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense.                                                               

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Section 78.751 of the Nevada Revised Statutes ("NRS") states as follows:        

1. Any discretionary indemnification pursuant to NRS 78.7502, unless ordered by 
a court or advanced pursuant to subsection 2, may be made by the corporation    
only as authorized in the specific case upon a determination that               
indemnification of the director, officer, employee or agent is proper in the    
circumstances. The determination must be made:                                  

(a) By the stockholders;                                                        

(b) By the board of directors by majority vote of a quorum consisting of        
directors who were not parties to the action, suit or proceeding;               

(c) If a majority vote of a quorum consisting of directors who were not parties 
to the action, suit or proceeding so orders, by independent legal counsel in a  
written opinion; or                                                             

(d) If a quorum consisting of directors who were not parties to the action, suit
or proceeding cannot be obtained, by independent legal counsel in a written     
opinion.                                                                        

2. The articles of incorporation, the bylaws or an agreement made by the        
corporation may provide that the expenses of officers and directors incurred in 
defending a civil or criminal action, suit or proceeding must be paid by the    
corporation as they are incurred and in advance of the final disposition of the 
action, suit or proceeding, upon receipt of an undertaking by or on behalf of   
the director or officer to repay the amount if it is ultimately determined by a 
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any rights to      
advancement of expenses to which corporate personnel other than directors or    
officers may be entitled under any contract or otherwise by law.                

3. The indemnification pursuant to NRS 78.7502 and advancement of expenses      
authorized in or ordered by a court pursuant to this section:                   

(a) Does not exclude any other rights to which a person seeking indemnification 
or advancement of expenses may be entitled under the articles of incorporation  
or any bylaw, agreement, vote of stockholders or disinterested directors or     
otherwise, for either an action in his official capacity or an action in another
capacity while holding his office, except that indemnification, unless ordered  
by a court pursuant to NRS 78.7502 or for the advancement of expenses made      
pursuant to subsection 2, may not be made to or on behalf of any director or    
officer if a final adjudication establishes that his acts or omissions involved 
intentional misconduct, fraud or a knowing violation of the law and was material
to the cause of action.                                                         

(b) Continues for a person who has ceased to be a director, officer, employee or
agent and inures to the benefit of the heirs, executors and administrators of   
such a person.                                                                  

Our Articles of Incorporation limit liability of our Officers and Directors to  
the full extent permitted by the Nevada Business Corporation Act.               

Item 25.   Other Expenses of Issuance and Distribution.                         

The following table sets forth the costs and expenses we will pay in  
connection with the offering described in this registration statement:          

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          Amount (1)
           -----------
SEC Registration fee                    $     20.23                             
Blue Sky fees and expenses              $  2,500.00                             
Printing and shipping expenses          $  1,000.00                             
Accounting fees and expenses            $  3,000.00                             
Legal fees                              $ 10,000.00                             
Transfer and Miscellaneous expenses     $  3,479.77                             
           -----------
Total (1)                               $ 20,000.00                             

(1)  All expenses, except SEC registration fees, are estimated.               

Item 26.  Recent Sales of Unregistered Securities.                              

  On March 10, 2003, 3,000,000 restricted common shares were issued to our
President, Chief Financial Officer and Director, Paul Fong, in exchange for a   
cash payment on behalf of the Company of $300.  The shares were issued without  
registration under the Securities Act of 1933 in reliance on an exemption from  
registration provided by Section 4(2) of the Securities Act.  No general        
solicitation was made in connection with the offer or sale of these securities. 

     On May 10, 2003, 2,500,000 restricted common shares were issued to our Vice
President, Secretary and Director, Caroline Rechia, in exchange for a cash      
payment on behalf of the Company of $250.  The shares were issued without       
registration under the Securities Act of 1933 in reliance on an exemption from  
registration provided by Section 4(2) of the Securities Act.  No general        
solicitation was made in connection with the offer or sale of these securities. 

Item 27.  Exhibits                                                              

                                                                [Download Table]
                                                         
Exhibit No. Document                                     
3.1         Articles of Incorporation (1)                
3.2         By-laws (1)                                  
5.1         Legal opinion (1)                            
10.1        Promissory Note (1)                          
23.1        Consent of Accountant                        
23.2        Consent of Counsel (contained in Exhibit 5.1)
99.1        Specimen Subscription Agreement (1)          

(1)  Previously filed with Portaltochina.com's initial registration statement on
Form SB-2, filed with the SEC on December 31, 2003                              

Item 28.  Undertakings.                                                         

Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned Registrant hereby undertakes to file with 
the Securities and Exchange Commission such supplementary and periodic          
information, documents, and reports as may be prescribed by any rule or         
regulation of the Commission heretofore or hereafter duly adopted pursuant to   
authority conferred to that section.                                            

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the  
Registrant pursuant to its Articles of Incorporation or provisions of the Nevada
Business Corporations Act, or otherwise, we have been advised that in the       
opinion of the Securities and Exchange Commission such indemnification is       

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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 the 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, we will, 
unless in the opinion of counsel the matter has been settled by controlling     
precedent, submit to a court of appropriate jurisdiction the question, whether  
or not such indemnification by us is against public policy as expressed in the  
Securities Act and will be governed by the final adjudication of such issue.    

We hereby undertake to:                                               

(1)  File, during any period in which we offer or sell securities, a post-      
effective amendment to this registration statement to:                          

    (a)  Include any prospectus required by section 10(a)(3) of the Securities
Act;                                                                            

   (b)  Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the registration 
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not   
exceed that which was registered) and any deviation from the low or high end of 
the estimated maximum offering range may be reflected in the form of prospectus 
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the     
changes in volume and price represent no more than a 20 percent change in the   
maximum aggregate offering price set forth in the "Calculation of Registration  
Fee" table in the effective registration statement; and                         

    (c)  Include any additional or changed material information on the plan of
distribution.                                                                   

(2)  For determining liability under the Securities Act treat each post-        
effective amendment as a new registration statement of the securities offered   
and the offering of the securities at that time to be the initial bona fide     
offering.                                                                       

(3)  File a post effective amendment to remove from registration any of the     
securities that remain unsold at the end of the offering.                       

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SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 Registration Statement and authorized
this registration to be signed on its behalf by the undersigned, in the City of 
Vancouver, Province of British Columbia, Canada, on January 15, 2004.           

   PORTALTOCHINA.COM, INC.

   /s/ Paul Fong
                         By:  Paul Fong, President and Chief Financial
Officer   

 In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated:                                                            

Date: January 15, 2004             /s/ Paul Fong                                
                         By:  Paul Fong, President and Chief Financial
       Officer, Director

Date: January 15, 2004             /s/ Caroline Rechia                          
                            By:  Caroline Rechia, Vice-President, Secretary,
Director  

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SB-2/A’ Filing		Date		First		Last			Other Filings
		5/31/05		11		42
		4/30/04		13		14
Filed on:		1/16/04		1
		1/15/04		48
		12/31/03		46					SB-2
		11/30/03		5		33
		6/30/03		32		41
		6/26/03		34
		6/15/03		32		41
		6/1/03		15
		5/31/03		4		42
		5/30/03		11		22
		5/10/03		46
		4/14/03		13		14
		3/18/03		4		39
		3/10/03		22		46
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