UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549


                                   FORM S-8 POS
                              AMENDMENT NUMBER ONE


                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933



                               AGROCAN CORPORATION
             ------------------------------------------------------
             (Exact name of Registrant as Specified in Its Charter)


         Delaware
----------------------------                                 -------------
(State or Other Jurisdiction                                (IRS  Employer
     of  Incorporation)                                   Identification No.)

            CLI  Building
     313 Hennessey Road, Suite 1003
             Hong  Kong
          (852)  2519-3933
------------------------------------------               ------------
(Address of principal executive offices)                  (Zip Code)



                      Fiscal 2000 Equity Compensation Plan
             ------------------------------------------------------
                              (Full Title of Plan)



                             Jerry  Gruenbaum,  Esq.
                          205 Church Street - 3rd Floor
                        New Haven, Connecticut 06510-1805
                              (203)  498-6080  Tel
                              (203)  498-6022  Fax
            ---------------------------------------------------------
            (Name, address and telephone number of agent for service)


                                With  a  copy  to:

                             Jerry  Gruenbaum,  Esq.
                          205 Church Street - 3rd Floor
                        New Haven, Connecticut 06510-1805
                              (203)  498-6080  Tel
                              (203)  498-6022  Fax



 Title of
Securities      Amount to    Proposed Maximum  Proposed Maximum     Amount of
  to be             be        Offering Price       Aggregate       Registration
Registered      Registered     Per Share 1)     Offering Price         Fee
-----------    -----------  ----------------   ----------------   -------------
Common  shares     130,000      $  1.00           $    130,000      $   32.50
$0.0001
par value



                                     Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item  1.

Item  1.  Plan  Information

     AgroCan  Corporation,  a  Delaware  Corporation  (the  "Corporation" or the
"Registrant")  is  offering  shares  of  its common stock to various individuals
("Recipients")  for  consulting services performed on the Company's behalf. This
issuance  of  shares  is being made pursuant to the Company's Fiscal 2000 Equity
Compensation  Plan  (the  "Plan") adopted by the Board of Directors on March 23,
2001. The Board has equated this number of shares to the value of the consulting
services  provided  or  to  be provided by these individuals.  The shares issued
hereunder  will  not  be  subject  to  any resale restrictions.  The Plan is not
qualified  under  ERISA.  The  following  individuals will receive the number of
shares  listed  next  to  their  names:

    Gary  Cella                  30,000  shares  for  consulting  services
    Johny  Wu                   100,000  shares  for  consulting  services


Item  2.  Registrant  Information  and  Employee  Plan  Annual  Information

     The  Recipients  shall  be provided a written statement notifying them that
upon  written  or  oral  request  they will be provided, without charge, (i) the
documents  incorporated  by  reference  in Item 3 of Part II of the registration
statement,  and  (ii)  other documents required to be delivered pursuant to Rule
428(b).  The  statement  will  inform  the  Recipients  that these documents are
incorporated  by  reference  in  the Section 10(a) prospectus, and shall include
the  address  (giving  title  or  department)  and telephone number to which the
request  is  to  be  directed.


                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item  3.  Incorporation  of  Documents  by  Reference.

     (a)     The  following  documents  filed  with  the Securities and Exchange
Commission  by  the  Registrant,  are  incorporated  by  reference:

          (1)  The Corporation's Quarterly Report on Form 10-QSB for the quarter
ended December 31, 2000, as filed with the Securities and Exchange Commission on
February  14,  2001.

          (2)  The  Corporation's  Annual  Report  on Form 10-KSB for the fiscal
year  ended  September  30,  2000,  as  filed  with  the Securities and Exchange
Commission  on  January  16,  2001.

          (3)  The  description  of  the Corporation's Common Stock set forth on
Page  22  and  23  of  Part  I  of  the  Corporation's Registration Statement on
Amendment  3  to  Form  10-SB/12g  dated  December  22,  1999, as filed with the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended  (the  "Exchange  Act").



     (b)     All other reports or documents filed by the  Registrant pursuant to
Section 13(a), 13(c), 14 or 15(d) of the  Exchange  Act,  since  the  end of the
fiscal year covered  by the  registration documents referred to above are hereby
incorporated  by  reference.


Item 4.  Description of Securities.

     Not  Applicable.


Item 5.  Interest of Named Experts and Counsel.

     Neither the Registrant's attorney Jerry Gruenbaum of New Haven, Connecticut
or  the  Registrant's  accountants  Horwath  Gelfond Hochstadt Pangburn, P.C. of
Denver,  Colorado nor any  other  experts named  in  the registration  statement
has  any  equity  or  other  interest  in  the  Registrant.


Item  6.  Indemnification  of  Directors  and  Officers.

      Under the Company's Article of Incorporation  and Bylaws,  the Company may
indemnify  an  officer or  director  who  is  made  a  party to  any proceeding,
including a law suit,  because of his position, if he acted in good faith and in
a matter  he reasonably  believed to be in the Company's best interest.   We may
advance expenses  incurred in  defending a proceeding.   To the  extent that the
officer or director is successful on the merits  in a proceeding  as to which he
is to  be  indemnified,  the Company  must indemnify  him  against  all expenses
incurred,  including  attorney's fees.  With  respect  to a  derivative  action,
indemnity  may be  made only for  expenses actually  and reasonably  incurred in
defending the proceeding, and if the officer or director is judged liable,  only
by a  court order.   The indemnification is intended to be to the fullest extent
permitted  by  the  laws  of  the  State  of  Delaware.

     Regarding indemnification for  liabilities arising under the Securities Act
of 1933,  which may be permitted  to directors  or officers  under Delaware law,
the  Company is informed  that,  in the  opinion of the  Securities and Exchange
Commission,  indemnification  is against  public  policy,  as expressed  in  the
Act  and  is,  therefore,  unenforceable.

     The  officers and  directors of the Company  are accountable to the Company
as fiduciaries, which means such officers and directors are required to exercise
good faith and integrity in handling the Company's affairs. A shareholder may be
able to  institute  legal action  on behalf of himself and  all others similarly
stated shareholders to  recover damages where  the Company has failed or refused
to  observe  the  law.

     Shareholders may, subject to applicable  rules of civil procedure,  be able
to  bring a class action or derivative suit to enforce their  rights,  including
rights  under  certain  federal  and  state  securities  laws  and  regulations.
Shareholders who have suffered losses in connection with the purchase or sale of
their interest in  the  Company  in  connection  with  such  sale  or  purchase,
including  the misapplication by  any such officer or director  of the  proceeds
from the sale  of these securities,  may be able to recover such losses from the
Company.



Item  7.  Exemption  from  Registration  Claimed.

Not  applicable.


Item  8.  Exhibits.

Exhibit No.      Document  Description
-----------      ---------------------
 3.1             Articles  of  Incorporation, dated  December, 1997 incorporated
                 by reference to the  Company's Registration Statement  filed on
                 Form  10-SB/12g  on  May  4,  1999.

 3.1(I)          Amendment  to  Articles of  Incorporation  dated  May 15,  1988
                 automatically  subdividing each share  of common stock into two
                 shares  of  common  stock,  incorporated  by  reference  to the
                 Company's Registration Statement filed on Form 12-SB/12g on May
                 4,  1999.

 3.2             Company's By-Laws, incorporated by reference  to the  Company's
                 Registration  Statement filed on Form 12-SB/12g on May 4, 1999.

 5.1             Opinion of Jerry Gruenbaum, Esq.  regarding the legality of the
                 Securities  being  registered.

10.1             Joint-Venture  Contract  dated  October 18,  1996 with Nanchang
                 Organic  Fertilizer Factory for  the establishment  of  Jiangxi
                 Fenglin  Chemical  Industry  Company  Limited,  incorporated by
                 reference  to  the Company's Registration  Statement  filed  on
                 Form  10-SB/12g  on  May  4,  1999.

10.2             Lease Agreement dated December 18, 1996 with Xipho Development
                 Company Limited for Hong Kong Office, incorporated by reference
                 to the Company's Registration Statement filed on Form 10-SB/12g
                 on  May  4,  1999.

10.3             Land  Lease  Agreement  dated  January  25,  1997  with Guangxi
                 Forestry Science Institute for Guangxi Linmao,  incorporated by
                 reference to the Company's Registration Statement filed on Form
                 10-SB/12g  on  May  4,  1999.

10.4             Lease Agreement dated October 18, 1996  with  Jiangxi  Province
                 Nanchang  Organic  Fertilizer  Factory  for   Jiangxi  Fenglin,
                 Incorporated   by  reference   to  the  Company's  Registration
                 Statement  filed  on  Form  10-SB/12g  on  May  4,  1999.

10.5             Land   Lease  Agreement  dated  July  3,   1997  with  People's
                 Government  of Fubei  Town,  Linchuen  City,  Jiangxi,  Peoples
                 Republic of China for Jiangxi Jiali, incorporated by reference
                 to the Company's Registration Statement filed on Form 10-SB/12g
                 on May  4,  1999.



Exhibit No. (Cont.) Document  Description
-----------         ---------------------

10.6             Fiscal  2000  Equity  Compensation  Plan  approved by the Board
                 of Directors  on  March  23,  2001

21.              Subsidiaries of  the Registrant,  incorporated by  reference to
                 the Company's Registration Statement filed on Form 10-SB/12g on
                 May  4,  1999.

23.1             Consent of  Horwath  Gelfond Hochstadt Pangburn, P.C. Certified
                 Public  Accountants.


Item  9.  Undertaking.

The  Registrant  makes  the  following  undertakings:

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

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

           (2)   That,  for  the  purpose of determining any liability under the
Securities  Act  of  1933, each such post-effective amendment shall be deemed to
be  a new registration statement relating to the securities offered therein, and
the  offering  of such securities at that time shall be deemed to be the initial
bona  fide  offering  thereof.

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

     (b)   The  undersigned  Registrant  hereby undertakes that, for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant  to section 13(a) or section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
registration  statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial bona fide offering thereof.

     (c)   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 the foregoing provisions, or otherwise,
the  registrant  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 indemnification is
permitted  to  directors,  officers  and  controlling  persons of the Registrant
pursuant  to  the  foregoing  provisions,  or otherwise, the Registrant 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 a claim for indemnification against
such  liabilities  (other  than  the  payment  by the Registrant of the expenses
incurred  or paid by a director, officer or controlling person of 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
of  such  corporation it is the opinion of the SEC that any such indemnification
is  against  public  policy.



                                   SIGNATURES

     Pursuant  to 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  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorize,  in  Hong  Kong,  on  March  23,  2001.


                                         AGROCAN  CORPORATION
                                         (Registrant)

                                         By:  /s/  Lawrence  Hon
                                            ----------------------------------
                                            Lawrence  Hon,  President
                                            Chief  Executive  Officer



                                         By:  /s/  Carl Yuen
                                            ----------------------------------
                                            Carl Yuen, Chief Financial Officer



     In accordance with the Exchange Act,  this report has  been signed below by
the following person  on behalf of the  registrant and in the  capacities and on
the  dates  indicated.


Signature                     Title                                      Date

/s/  Lawrence  Hon          President and Chief Executive Officer       03/23/01
----------------------
Lawrence  Hon


/s/  Carl Yuen              Chief Financial Officer                     03/23/01
----------------------
Carl Yuen


/s/  Danny  Wu              Secretary  and  Director                    03/23/01
----------------------
Danny  Wu


/s/  Ngai  Poon             Director                                    03/23/01
----------------------
Ngai  Poon