BRILLIANT SUN INDUSTRY CO, S-4/A, 2000-05-26

BRILLIANT SUN INDUSTRY CO
S-4/A, 2000-05-26
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON *

REGISTRATION NO. 333-

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
------------------------

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

Brilliant Sun Industry Co.
(Exact name of registrant as specified in its charter)

- -------------------------------------------------------------------------------
Florida 6770 Applied For
- --------------------------------------------------------------------------------

State or other jurisdiction PRIMARY STANDARD INDUSTRIAL I.R.S. Employer
of CLASSIFICATION CODE NUMBER Identification No.
incorporation or organization
- --------------------------------------------------------------------------------

2503 W. Gardner Ct.,
Tampa, FL 33611
813. 831-9348

(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

Michael T. Williams
PRESIDENT
Brilliant Sun Industry Co.
2503 W. Gardner Ct.
Tampa, FL 33611
TELEPHONE: 813.831.9348

(Name, address, including zip code, and telephone number, including area code,
of agent for service)

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As promptly as practicable after this registration statement becomes effective
and after the closing of the merger of the proposed merger described in this
registration statement.

1
<PAGE>

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b, under the securities act, check the following box and
list the securities act registration statement number of the earlier effective
registration statement for the same offering. *[ ] *registration number,

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. *[ ] *registration number,

If the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. *[ ]

CALCULATION OF REGISTRATION FEE

===============================================================================
Title of each Proposed maximum
class of Proposed aggregate
securities to Amount to be maximum offering price Amount of
be registered registered offering price registration
per unit fee
===============================================================================
===============================================================================
Common Stock,
$0.01 per share 15,960,444 N/A $25,132,570 (2) $6,635.00 (3)
par value
===============================================================================

(1) Represents an estimate of the maximum number of shares of common stock of
Registrant which may be issued to former holders of shares of common stock
of Yi Wan Group pursuant to the merger described herein

(2) The registration fee has been calculated pursuant to Rule 457(f)(2). As of
October 31, 1999, Yi Wan Group had a book value of the shares to be
registered is $25,132,570. In addition, Yi Wan Group common stock has a
par value of $0.01 per share. Accordingly, the maximum offering price has
been determined to be the book value of the securities to be registered.

(3) This fee has been calculated pursuant to Section 6(b) of the Securities
Act, as .0264 of one percent of $25,132,570.

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 THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a)
MAY DETERMINE.

2
<PAGE>

Yi Wan Group, Inc.

INFORMATION STATEMENT FOR SHAREHOLDERS OF YI WAN GROUP, INC.

Brilliant Sun Industry Co.

PROSPECTUS

Yi Wan Group, Inc., a Florida corporation, and Brilliant Sun Industry Co., a
Florida corporation have entered into a merger agreement. As a result of the
merger, each outstanding share of Yi Wan Group common stock, other than
dissenting shares, as discussed later in this document, will be exchanged for
one share of Brilliant Sun Industry Co. common stock. When the merger closes,
Brilliant Sun Industry Co. will change its name to Yi Wan Group and will be the
surviving corporation.

Immediately after the closing of the merger, the former shareholders of Yi Wan
Group will hold in the aggregate 16,250,000 shares of Brilliant Sun Industry Co.
common stock, or approximately 96% and the current shareholders of Brilliant Sun
Industry Co. will hold in the aggregate 400,000 shares of Brilliant Sun Industry
Co. common stock, or approximately 4%, of a total of 17,000,000 shares to be
outstanding immediately after the closing of the merger.

Written consents are being solicited from shareholders of Yi Wan Group. Assuming
consents are secured from shareholders owning more than 50% of the stock of Yi
Wan Group, shareholders who did not consent to the merger will, by otherwise
complying with Florida corporate law, be entitled to dissenters' rights with
respect to the proposed merger. No consents will be solicited or accepted until
after the effective date of this information statement for shareholders of Yi
Wan Group/prospectus. Based upon the ownership of more than 50% of Yi Wan Group
common stock by officers, directors and affiliates, it appears that a favorable
vote is assured.

The merger presents some risks. We suggest you review "Risk Factors" beginning
on *insert page #.

Neither the Securities and Exchange Commission nor any state securities
regulators have approved or disapproved the Brilliant Sun Industry Co. common
stock to be issued in the merger or if this information statement for
shareholders of Yi Wan Group /prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

The date of this information statement for shareholders of Yi Wan Group
prospectus is ****, and it is first being mailed to Yi Wan Group shareholders on
or about ***.

3
<PAGE>

SOLICITATION OF WRITTEN CONSENTS

NOTICE IS HEREBY GIVEN to shareholders of Yi Wan Group, Inc. that in accordance
with the provisions of Florida law, you are asked to consider and give your
written consent to a proposal to approve:

o The merger agreement and plan of reorganization dated as of ____ between
Yi Wan Group, a Florida corporation, and Brilliant Sun Industry Co., a
Florida corporation

o The articles of merger which will be filed with the offices of the
secretary of state of the state of Florida.

In the materials accompanying this notice, you will find an information
statement for shareholders of Yi Wan Group/prospectus relating to the merger
proposal and a form of written consent. The information statement for
shareholders of Yi Wan Group/prospectus more fully describes the proposal and
includes information about Brilliant Sun Industry Co. and Yi Wan Group. We
strongly urge you to read and consider carefully this document in its entirety.

Yi Wan Group's board of directors has determined that the merger is fair to you
and in your best interests. Accordingly, the board of directors of Yi Wan Group
has unanimously approved the merger agreement and the board unanimously
recommends that you consent to the transaction.

Yi Wan Group, Inc.

Cheng Wan Ming
President

4
<PAGE>

WRITTEN CONSENT

If you want to give your consent and vote FOR the merger, please sign below and
return to:

Cheng Wan Ming
President
Yi Wan Group, Inc.
% Mr. Yale Yu
501 W. Cameron Ave., Suite 220
West Covina, Ca. 91790
Tel: (626) 337 3800
Fax: (626) 337 8066
Email: [email protected]

Beijing Office
24 Jian Guo Men Wai Road,
Suite 1802
Jin Tai Building
Tel: 6515 6373
Fax: 6515 6370
Email: [email protected]

Shareholder #1 Signature____________________________________________

Print or Type Name__________________________________________________

Shareholder #2 Signature____________________________________________

Print or Type Name__________________________________________________

Number of Shares____________________________________________________

If you do not wish to give your consent to vote for the merger, you may do
nothing. Remember, however, that you must comply with the appropriate provisions
of Florida law to exercise dissenters rights.

5
<PAGE>

TABLE OF CONTENTS

SOLICITATION OF WRITTEN CONSENTS..............................................4
WRITTEN CONSENT...............................................................5
TABLE OF CONTENTS.............................................................6
SUMMARY.......................................................................7
RISK FACTORS.................................................................20
MERGER APPROVALS...................................Error! Bookmark not defined.
MERGER TRANSACTIONS..........................................................31
YI WAN GROUP'S MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS..........................................40
YI WAN GROUP'S BUSINESS......................................................47
YI WAN GROUP'S MANAGEMENT..........................Error! Bookmark not defined.
YI WAN GROUP'S RELATED PARTY TRANSACTIONS..........Error! Bookmark not defined.
YI WAN GROUP'S PRINCIPAL STOCKHOLDERS..............Error! Bookmark not defined.
YI WAN GROUP'S CAPITAL STOCK.......................Error! Bookmark not defined.
YI WAN GROUP'S LEGAL PROCEEDINGS...................Error! Bookmark not defined.
BRILLIANT SUN INDUSTRY CO.'S BUSINESS..............Error! Bookmark not defined.
DESCRIPTION OF BRILLIANT SUN INDUSTRY CO.'S
CAPITAL STOCK......................................Error! Bookmark not defined.
COMPARISON OF RIGHTS OF BRILLIANT SUN INDUSTRY CO. STOCKHOLDERS AND YI WAN
GROUP SHAREHOLDERS.................................Error! Bookmark not defined.
AVAILABLE INFORMATION..............................Error! Bookmark not defined.
EXPERTS............................................Error! Bookmark not defined.
LEGAL MATTERS......................................Error! Bookmark not defined.

Dealer prospectus delivery obligation

Until , all dealers that effect transactions in these securities, whether or not
participating in this offering, are required to deliver a prospectus.

6
<PAGE>

SUMMARY

This summary highlights selected information from this information statement for
shareholders of Yi Wan Group/prospectus and may not contain all of the
information that is important to you. To understand the merger fully and for a
more complete description of the legal terms of the merger, you should read
carefully this entire document and the documents to which we have referred you.

In the merger, Yi Wan Group's shareholders will exchange shares with Brilliant
Sun Industry Co., and Brilliant Sun Industry Co. will be the surviving company
of Yi Wan Group.

The merger agreement is attached as annex A to this document. We encourage you
to read the merger agreement, as it is the legal document that governs the
merger.

The Companies

Brilliant Sun Industry Co.
2503 W. Gardner Ct.
Tampa, FL 33611
Telephone: 813/831-9348

We were organized under the laws of the state of Florida in April 1999. Since
inception, our primary activity has been directed to organizational efforts. We
were formed as a vehicle to acquire through a registered securities offering a
private company desiring to become an SEC reporting company in order thereafter
to secure a listing on the over the counter bulletin board.

We have never offered or sold any securities in either a registered or
unregistered transaction except for issuing shares to our 2 stockholders upon
our formation.

Brilliant Sun maintains a website at http://www.bsi-yiwan.com/. Nothing
contained on this website is part of this information statement for shareholders
of Yi Wan Group/prospectus.

Yi Wan Group, Inc.
% Mr. Yale Yu
501 W. Cameron Ave., Suite 220
West Covina, Ca. 91790
Tel: (626) 337 3800
Fax: (626) 337 8066
Email: [email protected]

Beijing Office
24 Jian Guo Men Wai Road,
Suite 1802
Jin Tai Building
Tel: 6515 6373
Fax: 6515 6370
Email: [email protected]

The Sino-Foreign companies:

7
<PAGE>

Jiaozuo Yi Wan Hotel Co., Ltd. -
189 Min Zhu Road
Jioazuo, Henan - P.R. China
Tel: 0086-0391-2623227

Shun De Yi Wan Communication Equipment Plant Co., Ltd. -
No 3., 5th Street
Flying Horse Industrial Zone, Daliang District
Shun De, Guangdong - P.R. China

Tel: 0086-765-2220984, 2222097

Yi Wan Maple Leaf High Technology Agriculture Developing Ltd. Co. -
Zhandian, Wubu County
Jiaozuo, Henan - P.R. China
Tel: 0086-391-7591632

Yi Wan Group was incorporated in Florida in 1999.

The Sino-Foreign Joint Ventures were formed in China in the following years:

Jiaozuo Yi Wan Hotel Co., Ltd. in 1996
Shun De Yi Wan Communication Equipment Plant Co., Ltd. in 1993
Yi Wan Maple Leaf High Technology Agriculture Developing Ltd. Co. in 1997

Yi Wan Group owns an 80% in three Sino-Foreign Joint Ventures which sell the
following products and services:

Jiaozuo Yi Wan Hotel Co., Ltd. Sell service for upscale lodging, food and
beverage, entertainment and conference and meeting services.
Shun De Yi Wan Communication Equipment Plant Co., Ltd. Sells telephone
distribution switching equipment.
Yi Wan Maple Leaf High Technology Agriculture Developing Ltd. Co. sells
specialty Freshwater Livestock, Vegetables

Yi Wan Group's reasons for the merger

o Increase the visibility of Yi Wan Group's business, which could be
helpful in further developing and commercializing Yi Wan Group's
products.

o Facilitate Yi Wan Group's ability to raise capital in the public
markets.

o Potentially improve Yi Wan Group's shareholders' ability to sell their
shares in the over-the-counter market.

Comparison of the percentage of outstanding shares entitled to vote held by
directors, executive officers and their affiliates and the vote required for
approval of the merger

8
<PAGE>

Fifty percent of Brilliant Sun Industry Co.'s shares are held by its directors,
executive officers and their affiliates. A majority vote of the issued and
outstanding shares is required to approve the merger. Shareholders owning all of
our common stock have executed a written consent voting to approve the merger.
No further consent of you or any of the shareholders of Brilliant Sun Industry
Co. is necessary to approve the merger under the laws of the state of Florida.

More than fifty percent of Yi Wan Group's shares are held by its directors,
executive officers and their affiliates. A majority vote of the issued and
outstanding shares is required to approve the merger. Assuming consents are
secured from shareholders owning more than 50% of the stock of Yi Wan Group,
shareholders who did not consent to the merger will, by otherwise complying with
Florida corporate law, be entitled to dissenters' rights with respect to the
proposed merger. No consents will be solicited or accepted until after the
effective date of this information statement for shareholders of Yi Wan
Group/prospectus. Based upon the ownership of more than 50 % of Yi Wan Group
common stock by officers, directors and affiliates, it appears that a favorable
vote is assured.

No regulatory approval required

Neither Brilliant Sun Industry Co. nor Yi Wan Group is aware of any governmental
regulatory approvals required to be obtained with respect to the closing of the
merger, except for the filing of the articles of merger with the offices of the
secretary of state of the state of Florida, the filing with the Commission of
the registration statement on Form S-4 registering the shares and this
information statement for shareholders of Yi Wan Group/prospectus, and
compliance with all applicable state securities laws regarding the offering and
issuance of the shares.

Dissenters' rights

Dissenters' rights of appraisal exist. See page * for further information.

Federal income tax consequences

Tax matters are very complicated and the tax consequences of the merger to you
will depend on the facts of your own situation. You should consult your tax
advisors for a full understanding of the tax consequences of the merger to you.
Yi Wan Group and Brilliant Sun Industry Co. have structured the merger so that
neither Yi Wan Group nor its shareholders should recognize gain or loss for
federal income tax purposes as a result of the merger.

Other Information for Yi Wan Group Stockholders:

o Do not send in your Yi Wan Group stock certificates now. If the merger
is completed, we will send you written instructions for exchanging your
shares.

o The merger has been structured as a tax-free reorganization. The tax
basis in your Yi Wan Group common stock will carryover and become the
tax basis in your new shares of Brilliant Sun Industry Co. common
stock.

o Like Yi Wan Group, Brilliant Sun Industry Co. has never paid any
dividends.

o If you have any questions about the merger, please call contact:

9
<PAGE>

Mr. Yale Yu
501 W. Cameron Ave., Suite 220
West Covina, Ca. 91790
Tel: (626) 337 3800
Fax: (626) 337 8066
Email: [email protected]

Beijing Office
24 Jian Guo Men Wai Road,
Suite 1802
Jin Tai Building
Tel: 6515 6373
Fax: 6515 6370
Email: [email protected]

Selected Historical Financial Information

The following selected historical financial information of Yi Wan Group and
Brilliant Sun Industry Co. has been derived from their respective historical
financial statements, and should be read in conjunction with the financial
statements and the notes , which are included in this information statement for
shareholders of Yi Wan Group/prospectus.

The following selected historical financial information of Yi Wan Group and
Brilliant Sun Industry Co. has been derived from their respective historical
financial statements, and should be read in conjunction with such financial
statements and the notes , which are included in this information
statement/prospectus.

The three Sino-Foreign Joint Ventures in which Yi Wan owns an 80% interest
maintain their books of account in Renminbi, the national currency of the
People's Republic of China. They believe that it is easier for current and
potential investors to understand our financial statements if the United States
dollar is used as our currency for financial statement presentations.
Accordingly, the Consolidated Financial Statements are stated in United States
dollars ("US$"). All balance sheet accounts have been translated from RMB to US$
using the exchange rates in effect at December 31 of the applicable balance
sheet date. All income statement amounts have been translated using the average
exchange rate for the applicable year. The conversion rates used herein for
currency translations are those quoted by the People's Bank of China on or after
January 1, 1994.

The following table sets forth the RMB/US$ conversion rates which were used
for currency translations provided herein:

Year RMB Equivalent of US$1
- ----- ----------------------
As at 12/31 Average Rate
----------- ------------

1999 8.30 8.29

1998 8.30 8.28

10
<PAGE>

Yi Wan Group SELECTED HISTORICAL FINANCIAL INFORMATION

YIWAN GROUP

COMBINED FINANCIAL STATEMENT

12/31/99
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>

(RMB) (RMB) (RMB) COMBINED COMBINED
ASSETS HOTEL MFR FARM TOTAL TOTAL
(RMB)* ($)**
- ---------------------------------------------------------------------------------------------------------

CASH 6,921,122 7,057,495 381,656 14,360,273 1,734,793.42

ACCOUNTS RECEIVABLE 2,859,373 7,341,130 818,512 11,019,015 1,331,152.60

ACCOUNTS RECEIVABLE - RELATED PARTY 502,000 469,250 88,065 1,059,315 127,970.60

OTHER RECEIVABLE 2,678,093 7,363,387 55,881 10,097,361 1,219,812.15

PREPAID EXPENSES 41,490 1,652 23,035 66,177 7,994.52

DEPOSIT 1,219,244 1,219,244 147,290.83

INVENTORY 1,023,85 5,411,783 2,201,896 8,637,530 1,043,457.20
------------------------------------------------------------------

TOTAL CURRENT ASSETS 14,025,929 28,863,941 3,569,045 46,458,915 5,612,471.31
------------------------------------------------------------------

FIXED ASSETS

BUILDING & IMPROVEMENT 144,754,693 7,383,933 6,286,376 158,425,002 19,138,539.52

FURNITURE AND EQUIPMENT 25,223,219 17,074,023 562,205 42,859,447 5,177,637.42

AUTOS 476,230 1,064,042 124,000 1,664,272 201,052.47

ACCUMULATED DEPRECIATION (24,391,485) (10,408,106) (1,070,806) (35,870,397) (4,333,324.92)
-------------------------------------------------------------------

TOTAL FIXED ASSETS 146,062,657 15,113,893 5,901,775 167,078,325 20,183,904.50
-------------------------------------------------------------------

DEFERRED TAX ASSET 132,462 292,191 132,462 557,115 67,302.30

ACCUMULATED AMORIZATION (975,000) (1,680,000) (2,655,000) (320,737.39)

INTANGIBLE ASSET 13,000,000 28,000,000 41,000,000 4,953,006.84
-------------------------------------------------------------------

TOTAL ASSETS 172,246,048 4,270,025 35,923,282 252,439,355 30,495,947.55

===================================================================
</TABLE>

11
<PAGE>

COMBINED COMBINED
HOTEL MFR FARM TOTAL TOTAL
LIABILITIES (RMB)* ($)**
- ------------------------------------------------------------------------------------------------------

ACCOUNTS PAYABLE 1,255,547 987,112 636,860 2,879,519 347,860.42

ACCOUNTS PAYABLE - RELATED PARTY 248,704 500,000 748,704 90,447.22

CUSTOMER DEPOSIT - -

OTHER PAYABLE - -

ACCRUED LIABILITIES 3,381,031 929,229 62,763 4,373,023 528,283.24

EMPLOYEE BENEFIT PAYABLE 1,811,358 173,706 1,985,064 239,805.75

DIVIDEND PAYABLE TO PARTNERS - -

SALES TAX PAYABLE 5,224,096 1,571,278 1,171,858 7,967,232 962,481.82

EDUCATION FUND PAYABLE - -

PAYABLE TO SHAREHOLDERS 735,897 735,897 88,900.07

NOTE PAYABLE - -

INCOME TAX PAYABLE 4,816,241 5,519,588 696,838 11,032,667 1,332,801.83

DUE TO SHARE HOLDER 735,897 735,897 88,900.07

DISTRIBUTION PAYABLE TO OWNERS 21,176,125 8,836,570 2,187,740 32,200,435 3,889,974.99

CONTRACTS PAYABLE 572,478

TOTAL CURRENT LIABILITIES 36,674,222 20,391,032 6,165,662 63,230,916 7,638,613.64
-------------------------------------------------------------------------

OWNERS' EQUITY 97,726,670 13,238,829 27,226,343 138,191,842 16,694,271.67

SATUTORY RESERVE 37,845,156 10,640,164 2,531,277 51,016,597 6,163,062.29

TOTAL OWNER'S EQUITY 135,571,826 23,878,993 29,757,620 189,208,439 22,857,333.95
-----------------------------------------------------------------------

TOTAL LIABILITIES AND OWNERS' EQUITY
172,246,048 44,270,025 35,923,282 252,439,355 30,495,947.59
=======================================================================
</TABLE>

**Conversion rate at 10/31/99 was U.S. $1.00 to 8.2778 Y per historical currency
table by OANDA, Inc.

12
<PAGE>

YIWAN GROUP
COMBINED FINANCIAL STATEMENT

12/31/98

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
(RMB) (RMB) (RMB) COMBINED COMBINED
ASSETS HOTEL MFR FARM TOTAL TOTAL
(RMB)* ($)**
- --------------------------------------------------------------------------------------------------------
CASH 1,795,783 5,680,483 1,365,833 8,842,099 1,068,028.24

ACCOUNTS RECEIVABLE, NET 924,401 6,240,188 87,508 8,052,097 972,604.69

ACCOUNTS RECEIVABLE - RELATED PARTY 873,481 441,128 1,314,609 158,790.30

OTHER RECEIVABLE 732,220 2,053,537 201,322 2,987,079 360,806.27

PREPAID EXPENSES 43,000 13,800 56,800 6,860.81

DEPOSIT 4,745,471 4,745,471 573,200.67

INVENTORY 694,333 4,894,563 2,141,439 7,730,335 933,739.39
------------------------------------------------------------------

TOTAL CURRENT ASSETS 4,189,737 24,487,723 5,051,030 33,728,490 4,074,030.37
------------------------------------------------------------------

BUILDING & IMPROVEMENT 142,817,055 7,383,933 6,086,376 156,287,364 18,877,793.43

FUNITURE AND EQUIPMENT 25,496,609 16,886,024 562,205 42,944,838 5,187,263.77

AUTOS 476,230 1,064,042 124,000 1,664,272 201,025.74

ACCUMULATED DEPRECIATION (15,564,789) (7,913,199) (712,871)(24,190,859) (2,921,989.52)
-------------------------------------------------------------------

TOTAL FIXED ASSETS 153,225,105 17,420,800 6,059,710 176,705,615 21,344,093.42
------------------------------------------------------------------

INTANGIBLE ASSET, NET 12,350,000 18,462 26,880,000 39,248,462 4,740,782.23
------------------------------------------------------------------

TOTAL ASSETS 169,764,842 41,926,985 37,990,740 249,682,567 30,158,906.01
===================================================================
</TABLE>

13
<PAGE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
COMBINED COMBINED
LIABILITIES HOTEL MFR FARM TOTAL TOTAL
(RMB)* ($)**
- -----------------------------------------------------------------------------------------------------------

ACCOUNTS PAYABLE 747,423 3,803,114 665,360 5,215,897 630,022.95

ACCOUNTS PAYABLE - RELATED PARTY 476,768 84,249 561,017 67,764.68

CUSTOMER DEPOSIT 1,443,085 1,443,085 174,308.78

OTHER PAYABLE - - -

ACCRUED LIABILITIES 2,459,682 1,150,555 39,418 3,649,655 440,838.15

EMPLOYEE BENEFIT PAYABLE 1,650,314 55,240 1,705,554 206,012.15

DIVIDEND PAYABLE TO PARTNERS 16,954,787 783,473 1,122,652 18,860,912 2,278,190.58

SALES TAX PAYABLE 3,299,342 1,549,381 856,399 5,705,122 689,115.95

NOTE PAYABLE 19,752,477 6,000,000 25,752,477 3,110,615.78

INCOME TAX PAYABLE 1,297,062 1,297,062 156,670.81
-------------------------------------------------------------------

TOTAL CURRENT LIABILITIES 43,690,479 11,761,233 8,739,0669 4,190,781 7,753,539.84
--------------------------------------------------------------------

OWNERS' EQUITY 104,880,880 23,259,715 28,042,660 156,183,255 18,865,218.21

SATUTORY RESERVE 21,193,483 6,906,037 1,209,011 22,402,494 2,705,974.71

TOTAL OWNER'S EQUITY 126,074,363 26,675,622 29,251,671 178,585,749 21,571,192.91
---------------------------------------------------------------------

TOTAL LIABILITIES ANDOWNERS' EQUITY
169,764,842 41,926,985 37,990,740 242,776,530 29,324,732.75
====================================================================
</TABLE>

* Conversion rate at 12/31/98 8.2789 Y per historical currency table by OANDA,
was U.S. $1.00 to Inc.

14
<PAGE>

YIWAN GROUP
COMBINED FINANCIAL STATEMENT

12/31/97
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
(RMB) (RMB) (RMB) COMBINED COMBINED
ASSETS HOTEL MFR FAR, TOTAL TOTAL
(RMB)* ($)**
- --------------------------------------------------------------------------------------------------------
CASH 509,155 3,716,193 1,519,649 5,744,997 693,874

ACCOUNTS RECEIVABLE 754,018 3,285,701 377,734 4,417,453 533,535

ACCOUNTS RECEIVABLE - RELATED PARTY 873,481 129,584 1,003,065 121,149

OTHER RECEIVABLE 554,221 2,604,517 154,314 3,313,052 400,146

PREPAID EXPENSES 3,000 876,527 152,625 1,032,152 124,662

DEPOSIT - -

INVENTORY 737,141 6,323,207 2,624,149 9,684,497 1,169,682
-----------------------------------------------------------------

TOTAL CURRENT ASSETS 2,557,535 17,679,626 4,958,055 25,195,216 3,043,047
----------------------------------------------------------------

BUILDING & IMPROVEMENT 142,817,055 7,383,933 6,086,376 156,287,364 18,876,197

FURNITURE AND EQUIPMENT 25,537,353 16,886,024 562,205 42,985,582 5,191,746

AUTOS 250,230 1,064,042 124,000 1,438,272 173,713

ACCUMULATED DEPRECIATION (6,798,152) (5,421,113) (356,435) (12,575,700) (1,518,878)
----------------------------------------------------------------

TOTAL FIXED ASSETS 161,806,486 19,912,886 6,416,146 188,135,518 22,722,779
----------------------------------------------------------------

INTANGIBLE ASSET, NET 12,675,000 235,314 27,440,000 40,350,314 4,873,462
----------------------------------------------------------------

TOTAL ASSETS 177,039,021 37,827,826 38,814,201 253,681,048 30,639,288
=================================================================
</TABLE>

15
<PAGE>

ACCOUNTS PAYABLE - RELATED PARTY 129,584 129,584 15,651

CUSTOMER DEPOSIT 1,009,313 1,009,313 121,904

OTHER PAYABLE - -

ACCRUED LIABILITIES 1,014,200 1,158,024 18,087 2,190,311 264,543

EMPLOYEE BENEFIT PAYABLE 1,105,277 1,105,277 133,494

DIVIDEND PAYABLE TO PARTNERS 27,267 27,267 3,293

SALES TAX PAYABLE 1,371,277 1,325,578 471,640 3,168,495 382,687

EDUCATION FUND PAYABLE - -

NOTE PAYABLE 59,952,478 13,000,000 72,952,478 8,811,111

INCOME TAX PAYABLE 715,264 715,264 86,389
---------------------------------------------------------------

TOTAL CURRENT LIABILITIES 63,164,025 11,837,901 14,016,298 89,018,224 10,751,513
---------------------------------------------------------------

OWNERS' EQUITY 113,874,996 25,989,925 24,797,903 164,662,824 19,887,775

SATUTORY RESERVE 1,351,822 1,351,822 163,271

TOTAL OWNER'S EQUITY 113,874,996 25,989,925 24,797,903 164,662,824 19,887,775
---------------------------------------------------------------

TOTAL LIABILITIES ANDOWNERS' EQUITY
177,039,021 37,827,826 38,814,201 53,681,048 30,639,288
===============================================================
</TABLE>

* Conversion rate at 12/31/97 was U.S. $1.00 to 8.2796 Y per historical
currency table by OANDA, Inc.

16
<PAGE>

YIWAN GROUP, INC.
INCOME STATEMENT
FOR THE YEAR ENDED 12/31/1999
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
AUDITED AUDITED AUDITED AUDITED AUDITED
COMBINED COMBINED
YIWAN HOTEL YIWAN MFT YIWAN FARM TOTAL(RMB)* TOTAL ($)*
- --------------------------------------------------------------------------------------------------------
NET SALES 66,135,596 39,614,207 13,307,486 103,063,245 12,450,018

COST OF SALES 16,584,882 17,632 7,453,421 24,055,935 2,905,952

NET COST OF SALES 16,584,882 17,632 7,453,421 24,055,935 2,905,952
----------------------------------------------------------------------------

GROSS PROFIT 49,550,714 21,981,815 5,854,065 79,007,310 9,544,067
----------------------------------------------------------------------------

OPERATING EXPENSES 21,676,428 8,937,932 2,848,875 20,285,716 2,450,510
-----------------------------------------------------------------------------

INCOME FROM OPERATIONS 27,874,296 13,043,883 3,005,190 58,721,593 7,093,556
------------------------------------------------------------------------------

OTHER EXPENSE -75,397 -75,397 (9,108)
OTHER INCOME 31,768 57,234 130,222 219,224 26,482
-----------------------------------------------------------------------------

TOTAL OTHER EXPENSE (INCOME) (43,629) 57,234 130,222 143,827 17,374
-----------------------------------------------------------------------------

INCOME BEFORE TAXES 27,830,657 13,101,117 3,135,412 58,577,766 7,076,182

INCOME TAXES -5,011,856 (564,375) (3,930,336) (9,506,567) (1,148,391)
-----------------------------------------------------------------------------

NET INCOME 22,818,801 9,170,781 2,571,035 34,560,617 4,174,915.32
=============================================================================
</TABLE>

* Weighted-average conversion rate for 1999 was U.S.$1.00 to 8.27816 Y based on
calculation from historical currency table by OANDA, Inc.

17
<PAGE>

- -------------------------------------------------------------------------------
YIWAN GROUP, INC.
INCOME STATEMENT
FOR THE YEAR ENDED 12/31/1998
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
AUDITED AUDITED AUDITED AUDITED AUDITED
COMBINED COMBINED
YIWAN HOTEL YIWAN MFG YIWAN FARM TOTAL(RMB)* TOTAL ($)*
- --------------------------------------------------------------------------------------------------------
NET SALES 63,836,494 36,981,580 15,814,018 116,166,795 $ 14,031,670

COST OF SALES 14,556,757 18,843,154 8,149,479 41,549,390 5,018,709

NET COST OF SALES 14,556,757 18,843,154 8,149,479 41,084,093 4,962,506
-----------------------------------------------------------------------------

GROSS PROFIT 49,279,737 18,138,426 7,664,539 75,082,702 9,069,164
-----------------------------------------------------------------------------

OPERATING EXPENSES 20,250,829 8,181,182 2,111,651 30,543,662 3,689,338
-----------------------------------------------------------------------------

INCOME FROM OPERATIONS 29,028,908 9,957,244 5,552,888 44,539,040 5,379,826
-----------------------------------------------------------------------------

OTHER EXPENSE 42,253 42,253 5,104
OTHER INCOME (167,499) (56,586) (23,532) (247,617) (29,909)
----------------------------------------------------------------------------

TOTAL OTHER EXPENSE(INCOME) (125,246) (56,586) (23,532) (205,364) (24,806)
----------------------------------------------------------------------------

INCOME BEFORE TAXES 29,154,154 10,013,830 5,576,420 44,744,404 5,404,632

INCOME TAXES 0 (581,798) 0 (581,798) (70,275)
----------------------------------------------------------------------------

NET INCOME 29,154,154 9,432,032 5,576,420 44,162,606 5,334,357
============================================================================
</TABLE>

* Weighted-average conversion rate for 1998 was U.S.$1.00 to 8.2789 Y based on
calculation from historical currency table by OANDA, Inc.

18
<PAGE>

- --------------------------------------------------------------------------------
YIWAN GROUP, INC.
INCOME STATEMENT
FOR THE YEAR ENDED 12/31/1997
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
AUDITED AUDITED AUDITED AUDITED AUDITED
COMBINED COMBINED
YIWAN HOTEL YIWAN MFT YIWAN FARM TOTAL(RMB)* TOTAL ($)*
- ----------------------------------------------------------------------------------------------------------
NET SALES 44,508,360 32,045,595 13,430,035 72,390,408 8,732,467

NET COST OF SALES 10,402,265 15,438,404 6,763,366 23,928,997 2,886,559
-----------------------------------------------------------------------------
GROSS PROFIT 34,106,095 16,607,191 6,666,669 48,461,411 5,845,908
-----------------------------------------------------------------------------

OPERATING EXPENSES 19,343,158 10,028,537 1,900,507 24,166,150 2,915,167
-----------------------------------------------------------------------------

INCOME FROM OPERATIONS 14,762,937 6,578,654 4,766,162 24,295,261 2,930,742
-----------------------------------------------------------------------------

OTHER EXPENSE 0 -
OTHER INCOME 84,856 (31,741) - -
----------------------------------------------------------------------------

TOTAL OTHER EXPENSE(INCOME) 112,059 84,856 (31,741) - -
-----------------------------------------------------------------------------

INCOME BEFORE TAXES 14,874,996 6,663,510 4,797,903 24,295,261 2,930,742

INCOME TAXES 0 (403,620) 0 - -
-----------------------------------------------------------------------------

NET INCOME 14,874,996 6,259,890 4,797,903 24,470,802 2,951,917
=============================================================================
</TABLE>

* Weighted-average conversion rate for 1997 was U.S.$1.00 to 8.2898 Y based on
calculation from historical currency table by OANDA, Inc.

19
<PAGE>

Brilliant Sun Industry Co. SELECTED HISTORICAL FINANCIAL INFORMATION

The following information concerning our financial position and operations is as
of and for the period ended December 31, 1999.

Total assets $ 0
Total liabilities 0
Equity 0
Sales 0
Net loss 3,079
Net loss per share 0.00

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS OF Yi Wan Group AND Brilliant
Sun Industry Co.

The merger of Yi Wan Group with Brilliant Sun Industry Co. will not result in
any changes to the financial statements as presented for Yi Wan Group.

COMPARATIVE PER SHARE DATA

December
31, 1999
-------------
(unaudited)
Numerator - basic and diluted
Loss per share
Net loss before and after merger $ 4,263,812
=============
Denominator - Basic LOSS per share
Common stock outstanding before merger 16,250,000
=============
Common stock outstanding after merger 17,000,000
=============

Basic and diluted loss per share before $ 0.26
merger =============
Basic and diluted loss per share after $ 0.25
merger =============

RISK FACTORS

You should carefully consider the risks described below before making an
investment decision in our company. In addition, you should keep in mind that
the risks described below are not the only risks that we face. The risks
described below are all the risks that we currently believe are material risks
of this offering. However, additional risks not presently known to us, or risks
that we currently believe are immaterial, may also impair our business
operations. Moreover, you should refer to the other information contained in
this prospectus for a better understanding of our business.

Our business, financial condition, or results of operations could be adversely
affected by the following risks. If we are adversely affected by such risks,
then the trading price of our common stock could decline, and you could lose all
or part of your investment.

20
<PAGE>

This proxy statement/prospectus contains forward-looking statements that involve
risks and uncertainties. Yi Wan Group's actual results could differ materially
from those discussed herein. Factors that could cause or contribute to such
differences, include, but are not limited to, those discussed in the following
section and in Yi Wan Group's Management's Discussion and Analysis Of Financial
Condition and Results of Operations and Yi Wan Group Business.

The merger agreement contains a number of conditions that must be satisfied in
order for the merger to take place. Yi Wan Group is not obligated to complete
the merger if these conditions are not satisfied.

Please understand that there is no guarantee that any of these conditions will
be satisfied, or that the merger will occur in the time frame contemplated, or
occur at all. If the merger does not close, Yi Wan Group will have suffered a
delay in reaching its objective of becoming a listed, trading company on the
bulletin board.

Shareholders of Yi Wan Group will incur immediate dilution of percentage of
ownership in the amount of 4% as a result of the merger, as follows:

Dilution refers to a decrease in the percentage ownership interest of a company
that a share of stock represents. In connection with the merger, the
shareholders of Yi Wan Group will receive one share of Brilliant Sun Industry
Co. common stock in merger for each share of Yi Wan Group common stock they own,
as follows:

Jiaozuo Yi Wan Hotel Co., Ltd. - ***
Shun De Yi Wan Communication Equipment Plant Co., Ltd. - ***
Yi Wan Maple Leaf High Technology Agriculture Developing Ltd. Co. - ***

Because of the 400,000 shares in the surviving company after the merger are
being retained by our stockholders, the Yi Wan Group's shareholders' percentage
ownership interest in Brilliant Sun Industry Co. will be less than their
ownership interest in each of Yi Wan Group on a pro-rata basis prior to the
merger.

There has been no prior market for our common stock. If we don't get our stock
listed for trading after the merger, we will not have satisfied the primary
objective of the merger transaction.

Prior to this offering, you could not buy or sell our common stock publicly. We
may not be able to secure a market maker to file an application to have our
stock listed for trading. Even if we do, an active public market for our common
stock may not develop or be sustained after the offering.

We are subject to penny stock rules that may make it more difficult for you to
sell your shares..

Broker-dealer practices in connection with transactions in "penny stocks" are
regulated by certain penny stock rules adopted by the Commission. Penny stocks
generally are equity securities with a price of less than $5.00. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document that provides information about penny stocks and the risks in the penny
stock market. The broker-dealer also must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the broker-dealer
and its salesperson in the transaction, and monthly account statements showing
the market value of each penny stock held in the customer's account. In
addition, the penny stock rules generally require that prior to a transaction in
a penny stock, the broker-dealer make a special written determination that the
penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction.

21
<PAGE>

These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules. As our shares immediately following the closing of the merger
and listing of our stock will be subject to subject to such penny stock rules,
our shareholders will in all likelihood find it more difficult to sell their
securities.

The following risks relate to the three Sino-Foreign Joint Ventures in which Yi
Wan has an 80% interest.

TELECOMMUNICATIONS

We may not be able to successfully market our telecommunications products and
services or keep up with technological changes in the telecommunications
industry.

If the telecommunications products and services we provide are not accepted for
any reason, our business will be adversely affected. The market for our products
may grow more slowly than we expect. Technologies, customer requirements and
industry standards may change rapidly. We must improve our products to keep up
with these changes. New or improved products from competitors could make our
products less competitive or obsolete.

We need to expand or we will not be able to service our growing user base, which
could cause us to lose existing or potential customers and thus materially
adverse affect our business and operations. We expect operating expenses will
increase.

We expect our expenses will increase substantially as we:

o Increase our sales and marketing activities by adding 12 additional sales
people.

o Develop new products and technologies to keep up with the changes in the
telecommunications industry.

o Expand our local markets and move into the north-central province region.

o Improve the quality of the existing products.

o Increase the after-sale customer service.

o Maintain our product quality while, at the same time, lowering the prices.

o Continue our research and development.

We may not be successful in expanding our markets and our activities may be more
expensive than we currently expect. We may not experience any revenue growth in
the future, and, in fact, our revenue could decline. As a result, we cannot
predict our future operating results with any degree of certainty.

Our marketplace is extremely competitive.

22
<PAGE>

We face an extremely competitive environment. Nationwide, there are 60 companies
licensed to produce telephone distribution switching equipment. Our competitors
compete chiefly on the basis of price and technological capabilities; we have an
approximate 10% market share. If we do not remain competitive price-wise or with
our own technological capabilities, we may not be able to continue to compete
successfully.

We depend on short-term contracts that may not be renewed, which would reduce
our revenues.

Our principal customers are either local or national government entities. We
derive a significant portion of our revenues from the sale of our telephone
distribution switching equipment through contracts that may be easily cancelled
or not renewed. Many of our telephone distribution switching equipment customers
could cease purchasing our product quickly and without penalty. As a result, our
quarterly operating results will depend heavily on revenues from contracts. If
customers cancel or defer existing contracts or if we fail to obtain new
contracts, our business will be harmed.

Our contracts can be cancelled for our failing to meet a quality requirements or
for failing to deliver on time.

Should we fail to maintain the quality of our telephone distribution switching
equipment, or should we fail to deliver our telephone distribution switching
equipment on time, our customers can cancel their contracts without penalty.

A single customer, the city of Shenzheng Huawei in Guangdong province, generates
17.6% of consolidated our revenue.

Should we lose Shenzheng Huawei as a customer, our business would suffer.

We might not be able to obtain the patents and trademarks necessary for us to
remain competitive.

Although we've been successful in the past in obtaining patent and trademark
registration for select products, there can be no assurance that future
petitions for patent and trademark registration will be granted. Due to the
rapid rate of development and technological change in the telephone distribution
frame industry and the substantial costs of research and development, failure to
obtain patent and trademark registration may cause us to have difficulty
competing in the marketplace.

We could be subject to substantial product liability claims.

We maintain no product liability insurance. Product liability claims may cause
us economic harm, whether or not we are successful in litigating these claims.

We are dependent on the Chinese government renewing telecommunications as a
Favored Industry.

Although the national state planning commission in its tenth five year plan
(2001-2005) announced the telecommunications industry as a favored industry for
national growth and development, there can be no assurance that this status will
not be revoked. Revocation of this status may cause us to have difficulty
competing in the market place.

China has entered into the World Trade Organization, which might harm our
business.

23
<PAGE>

Because China was admitted into the World Trade Organization, it was required to
relinquish its monopoly of the telecommunication industry and reduce import
tariffs on telecommunication products, currently at more than 10% to zero. These
actions may have the effect of increasing competition in the market place and
may cause us to have difficulty competing.

The Chinese government could shift its priorities in regional development, which
could harm our business.

Although the national State Planning Commission in its tenth five year plan
(2001-2005) announced its intention to target the northern central provinces
where we are located for economic development, there can be no assurance that
this will occur. Absence of this economic stimulus in the region may cause us to
have difficulty competing in the marketplace.

The Chinese government could change its policy on purchasing telecommunications
equipment, which could harm our business.

The Ministry of Post and Telecommunication has government-affiliated telephone
main distribution frame production facilities The government could require
ministries and agencies to purchase products from government entities or other
providers. This purchase requirement would cause us economic harm.

AQUACULTURE

We need to expand or we will not be able to service our growing user base, which
could cause us to lose existing or potential customers and thus harm our
business and operations.

We expect our expenses will increase substantially as we:

o Expand our facilities to take advantage of growth opportunities.

o Create new techniques to raise our own aquaculture products as opposed to
buying the product s and raising them.

o Expand our transportation to market network.

Poor quality aquaculture stock acquired from third parties would harm our
business.

We must be able to get enough consistent stock on reasonable terms and at
reasonable prices in order to succeed. We are dependent on our suppliers, with
whom we have no long-term contracts, to provide our stock. Should we not be able
to obtain sufficient stock, our business could be adversely impacted.

Health problems with our stock could harm our business..

Although we take care assure the health of our stock, there may be stock health
problems. Problems with health or diseases could reduce our stock causing us
economic harm.

Volatile supply costs could hurt operations.

24
<PAGE>

Our profitability is sensitive to changes in the cost of supplies because the
cost of feed and other supplies are a large part of the cost of producing our
stock.. These costs are affected by regional and seasonal availability and
demand. Weather conditions and other factors may make feed and supplies more
expensive. Increased expense or a large decline in the availability of these
supplies could have a negative effect on our profitability.

We experience substantial seasonal variations in the demand for our products,
which may affect our profitability from period to period.

Revenue from the sale of aquatic products peaks during the period of January
through April, the time in the lunar calendar traditionally associated with
Chinese New Year. Revenue from the sale of land-based vegetable products peaks
during the growing season of April through November.

We are required by the marketplace to keep a large amount of inventory on hand.

We endeavor to provide products upon customer demand. Because of the inability
to rush production of aquaculture products to meet that demand, we must keep a
sizable volume of product in the work in process stage of production. This large
amount of product on hand could harm our profitability.

We depend on a single customer for a large portion of our revenue.

We generate 12% of our revenue from sales to the Henan Department of Seafood
Distribution. Should we no longer supply the Henan Department of Seafood
Distribution, our business could be harmed.

If the market taste for our aquaculture products changes, we may suffer economic
harm.

Our primary products-- fresh water shrimp, fresh water crab, soft-shell turtle
and perch--are considered traditional gourmet items in the Chinese culinary
palette. Consumer tastes for our aquaculture products could diminish.

We rely on outside vendors to transport a substantial portion of our product to
market.

If our vendors failed or ceased to provide satisfactory transportation service,
competing in the market place may become more difficult.

We are dependent on clean water, which might not remain available.

Because we obtain all of the water used in the production of its products from a
subterranean reservoir source, contamination of this water source may harm our
profitability and ability to compete.

We are at risk from soil contamination.

Although there is no indication of present soil contaminates or reason to
believe soil contaminates, whether of natural origin or from industrial
operations in proximity to our production facilities, will enter our soil, there
is no assurance this will remain true in the future. Contamination of the soil
used for vegetable production may cause us economic harm.

Our business is at risk from flooding.

25
<PAGE>

Although the national and local governments have increased flood control efforts
within the past year, there can be no assurance that our facility, due to its
close proximity to the Yellow River, will not experience flooding in the future
Facility damage or destruction from flooding could harm our profitability and
our ability to compete.

We must obtain licenses and franchises from the Chinese government.

We operate under a business license granted by the Chinese government. The term
of our business license is from August 1998 to August 2009, and there is no
guarantee that our license will be renewed. We also have a land use permit from
the government for three parcels of land comprising 231 acres. The franchise is
valid for 50 years, but there is no guarantee that the franchise will be renewed
or that the terms of the franchise will not be changed.

We are dependent on the Chinese government renewing advanced technology
agriculture as a Favored Industry.

Although the national State Planning Commission in its tenth five year plan
(2001-2005) announced the advanced technology agricultural production industry
as a favored industry for national growth and development, there can be no
assurance that this status will be revoked. Revocation of this status may cause
to have difficulty competing.

The Chinese government could shift its priorities in regional development, which
could effect our business.

Although the national State Planning Commission in its tenth five year plan
(2001-2005) announced its intention to target the northern central provinces for
economic development, there can be no assurance that this will occur. Absence of
this economic stimulus in the region may cause us to have difficulty competing.

China has entered into the World Trade Organization, which may harm our
business.

With China's admission into the World Trade Organization, import tariffs on a
wide variety of agricultural products will be reduced by and average of 10% -
12%. The reductions of these import tariffs could cause the effect of greater
competition and may cause us to have difficulty competing in the marketplace.

Local government may not follow through with promised infrastructure
improvements.

The provincial and local governments in their tenth five year plans (2001-2005)
announced intentions for extensive infrastructure development. However, these
improvements may not be funded or completed. Absence of this infrastructure
development may cause us to have difficulty competing.

HOTEL

We need to expand or we will not be able to service our growing user base, which
could cause us to lose existing or potential customers and thus hurt our
business and operations

We expect our expenses will increase substantially as we:

26
<PAGE>

o Improve our customer service.

o Improve our infrastructure.

o Increase the volume of customers.

o Put in place a better management team.

o Put in place control systems for overhead.

o Increase the size of the entertainment department, bringing in more
expensive artists.

We are competing with government-owned hotels.

Two hotels considered to be competition in our primary market are government
owned and operated. The government could require ministries and agencies to
conduct all travel, conference and entertainment-related business with
government-owned entities. This requirement could cause us to have difficulty
competing.

By virtue of their government ownership status, these hotels are not subject to
the same profit and loss operating requirements as we as a privately owned
entity are. This may also cause us to have difficulty competing.

We must obtain licenses and franchises from the Chinese government.

We have registered the Yiwan Group Hotel name and the Yiwan hotel operations
logo with the Ministry of Administration and Trademarks. The term of our
business license is from January 1997 to January 2012, and our trademark is
registered in perpetuity provided yearly fees are paid. Should we be unable to
renew our business license or fail to pay for our trademark, our business could
suffer.

We rely on a favorable tax policy from the national and local government.

We currently have no income tax for two years and 1/2 tax for 3 years. We also
have a favorable tax policy from the Jiaozuo city government, valid for three
years. If we lose our favorable tax position, we may have trouble competing in
the marketplace.

We have seasonal variations, which may cause our profitability to vary from
period to period.

Lodging revenue peaks during the period of April through October, coinciding
with peak vacation travel season, and the period (April through June) when most
companies hold bi-annual company meetings.

Food and beverage revenues peak during the period of January through April, the
time in the lunar calendar traditionally associated with Chinese New Year.

Conference and meeting revenue peak during April through June and November
through December, when most companies hold bi-annual meetings and product shows.

27
<PAGE>

Our continued growth is dependent on local government bringing new business to
the region.

Although local government has been successful in the past attracting new large
industry and businesses to our primary area, there can be no assurance this
success will continue. Absence of additional new large industry and businesses
to the local economy could affect our revenue..

We are dependent on the Chinese government renewing tourism as a Favored
Industry.

Although the national State Planning Commission in its tenth five year plan
(2001-2005) announced tourism as a favored industry for national growth and
development, there can be no assurance that this status will be revoked.
Revocation of this status may cause to have difficulty competing.

The Chinese government could shift its priorities in regional development, which
could hurt our business.

ALL OPERATING SEGMENTS

We are dependent on key personnel.

Cheng Wanming is the president of all three of our operating segments. His
leadership and management skills in this position are necessary to our on-going
operations. In the event Cheng Wanming is not able to, or chooses not to,
function in this position, we may have difficulty competing in the market place.
We have no life insurance on Mr. Wanming.

We must obtain a business license each year which allows us to sell our products
to government agencies.

If we are not able to obtain our annual business license, we would not be able
to sell our products to government agencies, which represent the majority of our
customers. This would adversely effect our business. In China, unlike the United
States, business licenses are granted for a relatively short period of time and
renewed based on a series of operational criteria. If we fail to meet those
criteria, we may not be granted an extension of our business license.

CHINESE OPERATIONS

There are risks related to operating in China which are applicable to our three
operating segments.

All of our facilities are located in the People's Republic of China and, as a
result, our operations and assets are subject to significant political,
economic, legal and other uncertainties.

These risks include:

o Political and trade relations with the United States.

o Economic reform issues.

28
<PAGE>

o Uncertain legal system and application of laws.

o Government control of currency conversion and exchange.

Political and Trade Relations with the United States

Political and trade relations between the United States and the Chinese
government within the past five years been considered volatile and may continue
to be volatile in the future. Although the major causes of volatility, the
United States' considered revocation of China's Most Favored Nation trade
status, illegal transshipments of textiles from China to the United States,
issues surrounding the sovereignty of Taiwan and the United States' bombing of
the Chinese embassy in Yugoslavia have no direct connection to our operations,
other on-going causes of volatility including the protection of intellectual
property rights within China and sensitive technology transfer from the United
States to China have closer potential connection to our operations. There can be
no assurance that the political and trade ramifications of these causes of
volatility or the emergence of new causes of volatility will not cause us to
have difficulty operating in the marketplace.

Economic Reform Issues

Although the majority of productive assets in China are owned by the Chinese
government, in the past several years the Chinese government has implemented
economic reform measures that emphasize decentralization and the encouragement
of private economic activity. Such economic reform measures may be inconsistent
or ineffectual, and we might not be able to capitalize on all such reforms.
Further, there can be no assurance that the Chinese government will continue to
pursue such policies, that such policies will be successful if pursued, that
such policies will not be significantly altered from time to time or that
business operations in China would not become subject to the risk of
nationalization, which could result in the total loss of investment.

Since 1978, the Chinese government has been reforming its economic systems. Many
reforms are unprecedented or experimental and are expected to be refined and
improved. Other political, economic and social factors, such as political
changes, changes in the rates of economic growth, unemployment or inflation, or
in the disparities in per capita wealth between regions within China, could also
lead to further readjustment of the reform measures. This refining and
readjustment process may not always have a positive effect on our operations.

Our business is dependent to a certain extent upon the allocation of funds in
the government's budgeting processes. Since these processes are not necessarily
subject to fixed time schedules, our operations may be adversely affected by
extended periods of budgeting freezes or restraints and our quarterly revenues
and operating results may fluctuate in accordance with these budgeting
processes.

In addition, our business also is dependent to a certain extent upon the
availability of credit to our customers from the banking system in China.
Recently, in response to inflationary concerns and other economic factors, the
Chinese government imposed restrictions on the funds available for lending by
the banking system. In addition, we don't know whether the restrictions on the
availability of credit will ease and, if so, the nature and timing of such
changes.

Over the last few years, China's economy has registered a high growth rate and
there have been recent indications that rates of inflation have increased. In
response, the Chinese government recently has taken measures to curb the

29
<PAGE>

excessive expansion of the economy. These measures have included devaluations of
the Chinese currency, the Renminbi, restrictions on the availability of domestic
credit, reducing the purchasing capability of certain of our customers, and
limited re-centralization of the approval process for purchases of some foreign
products. These austerity measures alone may not succeed in slowing down the
economy's excessive expansion or control inflation, and may result in severe
dislocations in the Chinese economy in general. To further combat inflation, the
Chinese government may adopt additional measures, including the establishment of
freezes or restraints on certain projects or markets, which may have an adverse
effect on the our operations.

Although reforms to China's economic system have not adversely impacted our
operations in the past and are not expected to adversely impact its operations
in the foreseeable future, there can be no assurance that the reforms to China's
economic system will continue or that we will not be adversely affected by
changes in China's political, economic and social conditions and by changes in
policies of the Chinese government, such as changes in laws and regulations,
measures which may be introduced to control inflation, changes in the rate or
method of taxation, imposition of additional restrictions on currency conversion
and remittance abroad and reduction in tariff protection and other import
restrictions.

Uncertain Legal System and Application of Laws

The Chinese legal system is based on written statutes and is a system, unlike
common law systems, in which decided legal cases have little presidential value.
The Chinese system is similar to civil law systems in this regard. In 1979,
China began the process of modernizing its legal system by creating a
comprehensive system of laws. On December, 1993, the National People's Congress
promulgated the Company Law of the People's Republic of China (the "Company
Law"), which became effective in July, 1994. In addition, China has published a
number of laws and regulations governing the establishment and operations of
foreign invested enterprises. In general, laws on foreign invested enterprises
encourage foreign investment in China and provide certain preferential treatment
to foreign investors, such as tax reduction or exemption. However, there can be
no assurance that preferential treatment provided by these laws will not change
or be withdrawn. In addition, because the these new laws and regulations
relevant to foreign investors are relatively recent, their interpretation and
enforcement involve significant uncertainty.

Government Control of Currency Conversion and Exchange

The lawful unit of currency in the PRC is the Renminbi, or yen.

We receive almost all of its revenues in Renminbi, which is mot freely
convertible into foreign exchange. However, we may require foreign currency to
meet foreign currency obligations, such as for future purchases of certain
equipment. The Chinese government imposes control over its foreign currency
reserves in part through direct regulation of the conversion of Renminbi into
foreign exchange and through restrictions on foreign imports.

In December 1996, Renminbi has become fully convertible based on rates (previous
day's PRC inter-bank foreign exchange rate and current world market exchange
rates) determined by the Foreign Currency Control System for all current account
transactions. Foreign exchange which is required for current account
transactions can be bought freely at authorized Chinese banks so long as the
procedural requirements prescribed by law are met. Payment of dividends to
foreign investors holding equity interests in Chinese companies, including
Foreign Investment Enterprises, is considered a current account transaction. At
the same time, Chinese companies are also required to sell their foreign
exchange earnings to authorized Chinese banks. Purchase of foreign exchange for
capital account transactions still requires prior approval of the State
Administration for Foreign Exchange.

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Although the Renminbi/United States dollar exchange rate has been relatively
stable in the past five years there can be no assurance that the exchange rate
will not become volatile or that the Renminbi will not be officially devalued by
direction of the Chinese government against the United States dollar.

Exchange rate fluctuations may adversely affect our financial performance
because of its foreign currency denominated liabilities and may materially
adversely affect the value, translated or converted as applicable into United
States dollars, of our net fixed assets, our earnings and our declared
dividends. We may not be able to obtain all required approvals for the
conversion and remittance abroad of foreign currency necessary for the
operations of our businesses. However, even if we obtain these approvals, such
approvals do not guarantee the availability of foreign currency. We can't be
certain that we will be able to convert sufficient amounts of foreign currency
in the PRC's foreign exchange markets in the future at acceptable rates, or at
all, for the repayment of debt, payments of interest, purchases of equipment or
payment of dividends, if any, and payments for services and other contracts. To
the extent that the subsidiaries are restricted from distributing dividends and
profits to us, our business, results of operations and financial condition could
be hurt. We currently do not engage in any hedging activities in order to
minimize the effect of exchange rate risks.

MERGER TRANSACTIONS

The merger agreement provides that each outstanding share of Yi Wan Group common
stock, other than dissenting shares, as discussed later in this document, will
be exchanged for one share of Brilliant Sun Industry Co. common stock.
Immediately after the closing of the merger, the former shareholders of Yi Wan
Group will hold in the aggregate 16,250,000 shares of Brilliant Sun Industry Co.
common stock, or approximately 96% and the current shareholders of Brilliant Sun
Industry Co. will hold in the aggregate 400,000 shares of Brilliant Sun Industry
Co. common stock, or approximately 4%, of a total of 17,000,000 shares to be
outstanding immediately after the closing of the merger.

The agreement provides that at the closing of the merger,
Brilliant Sun Industry Co.will

o Change its name to Yi Wan Group
o Adopt Yi Wan Group articles and bylaws
o Elect, effective upon the effectiveness of the merger, new officers and
a new board of directors to consist of the current officers and current
directors of Yi Wan Group

The agreement provides that Yi Wan Group's shareholders who vote against the
merger are entitled to dissenters' rights with respect to the proposed the
receipt of shares of Brilliant Sun Industry Co. common stock as set forth in
Florida law.

None of the shares of Brilliant Sun Industry Co. common stock outstanding prior
to the closing of the merger will be converted or otherwise modified in the
merger and all of such shares not otherwise returned to us as provided in the
merger agreement will be outstanding capital stock of Brilliant Sun Industry Co.
after the closing of the merger.

The merger will be consummated promptly after this information statement for
shareholders of Yi Wan Group/prospectus is declared effective by the SEC and
upon the satisfaction or waiver of all of the conditions to the closing of the
merger. The merger will become effective on the date and time a properly
executed articles of merger are filed with the offices of the secretary of state
of Florida. Thereafter, Yi Wan Group will be merged and Brilliant Sun Industry

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Co., with the result that Yi Wan Group will cease to exist and Brilliant Sun
Industry Co. will be the surviving corporation in the merger.

Fractional shares.

As of the date of this information statement for shareholders of Yi Wan
Group/prospectus, there were no fractional shares of Yi Wan Group's common stock
outstanding. Because each outstanding share of Yi Wan Group's common stock will
be entitled to receive one share of Brilliant Sun Industry Co.'s common stock
under the terms of the merger agreement, there will be no fractional shares
issued in the merger.

Bulletin board listing

Brilliant Sun Industry Co. will be subject to the reporting requirements of the
securities exchange act of 1934 after the merger as a result of its filing of a
form 8-A electing to be a reporting company subject to the requirements of the
1934 act.

Upon closing of the merger, Brilliant Sun Industry Co. will seek to become
listed on the over the counter bulletin board under the symbol "*symbol". If and
when listed, the Yi Wan Group's shareholders will hold shares of a
publicly-traded Florida corporation subject to compliance with the reporting
requirements of the exchange act. Because the state of incorporation, articles
and bylaws of Brilliant Sun Industry Co. will be the same as those of Yi Wan
Group prior to the merger, the rights of shareholders of Yi Wan Group will not
change as a result of the merger.

Background of the merger

Brilliant Sun Industry Co.. As discussed under Brilliant Sun Industry Co.
Business, Brilliant Sun Industry Co. was formed primarily to serve as a vehicle
to acquire a private company desiring to become an SEC reporting company in
order thereafter to secure a listing on the over the counter bulletin board.

Contacts between the Parties

In May, 1999, Mr. Yale Yu, President of ITG and Associates, the American
representative of Yi Wan Group, entered into discussions with Mr. Michael T.
Williams, Brilliant Sun Industry Co.'s President. After some additional
discussions between the parties, Yi Wan Group indicated that it would be
interested in discussing a possible business combination with Brilliant Sun
Industry Co.. Thereafter, there were numerous telephone conversations between
the companies relating to various aspects of the potential merger, including
in-depth discussions concerning the steps that needed to be taken to close the
merger.

Following these discussions, representatives of Brilliant Sun Industry Co. and
Yi Wan Group negotiated the basic structure, terms and conditions of the merger.
In connection with the merger negotiations, Mr. Williams agreed to reduce his
salary to $15,000, to be funded by a capital contribution from Mr. Yu. In
addition, Williams Law Group, P.A., of which Mr. Williams is a principal, will
receive a legal fee of $30,000 for representation for this registration
statement also funded by the same capital contribution. Mr. Williams and Mr. Yu
agreed to a reverse stock split prior to the close of the merger such that they
will each own 325,000 shares. After having reached resolution on all open
issues, a merger agreement was drafted and Yi Wan Group convened a special
meeting of its board of directors at which the agreement of merger and the other
transactions required by the merger agreement were discussed and reviewed.
Thereafter, the board of directors of Yi Wan Group unanimously adopted and
approved the agreement of merger and the transactions required by the merger
agreement.

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On , Michael T. Williams, as the sole director of Brilliant Sun Industry Co. ,
approved the agreement of merger and the transactions required by the merger
agreement. On , *** the agreement of merger was executed and delivered by each
of the parties .

Neither of the respective boards of Directors of Brilliant Sun Industry Co. or
of Yi Wan Group requested or received, or will receive, an opinion of an
independent investment banker as to whether the merger is fair, from a financial
point of view, to Brilliant Sun Industry Co. and its stockholders Yi Wan Group
and its shareholders.

Reasons for the merger

Brilliant Sun Industry Co.' reasons for the merger.

In considering the merger, the Brilliant Sun Industry Co. board took note of the
fact that Yi Wan Group could produce audited financial statements and other
information necessary for the filing of this information statement for
shareholders of Yi Wan Group/prospectus and agreed to pay a merger fee to us,
the Brilliant Sun Industry Co. board determined that the merger proposal was
fair to, and in the best interests of, Brilliant Sun Industry Co. and the
Brilliant Sun Industry Co.'s stockholders.

Yi Wan Group 's reasons for the merger.

o Increase the visibility of Yi Wan Group's business, which could be
helpful in further developing and commercializing Yi Wan Group's
products.

o Facilitate Yi Wan Group's ability to raise capital in the public markets.

o Potentially improve Yi Wan Group's shareholders' ability to sell their
shares in the over-the-counter market.

Interests of certain persons in the merger

Upon the closing of the merger, the current directors and executive officers of
Yi Wan Group will become the directors and executive officers of the surviving
corporation.

Material Federal Income Tax Consequences

The following discussion summarizes the material federal income tax consequences
of the merger that are generally applicable to holders of Yi Wan Group's common
stock. This discussion is based on currently existing provisions of the Internal
Revenue code of 1986, existing and proposed Treasury Regulations thereunder and
current administrative rulings and court decisions, all of which are subject to
change. Any the change, which may or may not be retroactive, could alter the tax
consequences to the Yi Wan Group shareholders, as described herein.

Yi Wan Group's shareholders should be aware that this discussion does not deal
with all federal income tax considerations that may be relevant to particular
shareholders in light of their particular circumstances, such as shareholders
who are dealers in securities, banks or insurance companies, are subject to the
alternative minimum tax provisions of the code, are foreign persons, are
tax-exempt entities, are taxpayers holding stock as part of a conversion,

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<PAGE>

straddle, hedge or other risk reduction transaction, or who acquired their
shares in connection with stock option or stock purchase plans or in other
compensatory transactions. In addition, the following discussion does not
address the tax consequences of the merger under foreign, state or local tax
laws or the tax consequences of transactions effectuated prior to, concurrently
with or after the merger as a result of its filing of a form 8-A electing to be
a reporting company subject to the requirements of the 1934 act, whether or not
the transactions are in connection with the merger. Accordingly, all
shareholders are urged to consult their own tax advisors as to the specific
consequences of the merger to them, including the applicable federal, state,
local and foreign tax consequences of the merger in their particular
circumstances.

Neither Brilliant Sun Industry Co. nor Yi Wan Group has requested, or will
request, a ruling from the Internal Revenue Service, IRS, with regard to any of
the federal income tax consequences of the merger. It is the opinion of Williams
Law Group, P.A., counsel to Brilliant Sun Industry Co., that the merger will
constitute a reorganization under Section 368(a) of the code. The tax opinion is
based on certain assumptions, as well as representations received from Yi Wan
Group, Brilliant Sun Industry Co. and certain shareholders of Yi Wan Group and
will be subject to the limitations discussed below. Of particular importance are
the assumptions and representations relating to the continuity of interest
requirement discussed below. Moreover, the tax opinions will not be binding on
the IRS nor preclude the IRS from adopting a contrary position. The tax
description set forth below has been prepared and reviewed by Williams Law
Group, and in their opinion, to the extent the descriptions relates to
statements of law, it is correct in all material respects. The tax description
set forth below has been prepared and reviewed by Williams Law Group, and in
their opinion, to the extent the descriptions relates to statements of law, it
is correct in all material respects. The following tax consequences are implicit
in the firm's opinion that the merger is a 368(a) reorganization.

Subject to the limitations and qualifications referred to herein, and as a
result of the merger's qualifying as a reorganization, the following federal
income tax consequences should, under currently applicable law, result:

No gain or loss will be recognized for federal income tax purposes by the
holders of Yi Wan Group common stock upon the receipt of Brilliant Sun
Industry Co. common stock solely in merger for the Yi Wan Group common
stock in the merger, except to the extent that cash is received by the
exercise of dissenters' rights.

The aggregate tax basis of the Brilliant Sun Industry Co. common stock so
received by Yi Wan Group shareholders in the merger will be the same as
the aggregate tax basis of the Yi Wan Group common stock surrendered in
merger therefore.

The holding period of the Brilliant Sun Industry Co. common stock so
received by each Yi Wan Group shareholder in the merger will include the
period for which the Yi Wan Group common stock surrendered in merger
therefore was considered to be held, provided that the Yi Wan Group common
stock so surrendered is held as a capital asset at the closing of the
merger of the merger.

A holder of Yi Wan Group common stock who exercises dissenters' rights with
respect to a share of Yi Wan Group common stock and receives a cash payment for
the share generally should recognize capital gain or loss, if the share was held
as a capital asset at the closing of the merger, measured by the difference
between the shareholder's basis in the share and the amount of cash received,
provided that the payment is not essentially equivalent to a dividend within the
meaning of Section 302 of the code nor has the effect of a distribution of a
dividend within the meaning of Section 356(a)(2) of the code after giving effect
to the constructive ownership rules of the code. A sale of shares under an

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exercise of dissenters' rights generally will not be so treated if, as a result
of the exercise, the shareholder exercising dissenters' rights owns no shares of
capital stock of the Brilliant Sun Industry Co., either actually or
constructively within the meaning of Section 318 of the code, immediately after
the merger.

Neither Brilliant Sun Industry Co. nor Yi Wan Group will recognize gain solely
as a result of the merger.

Characterizing the merger as a reorganization is dependent on certain
requirements. One key requirement is that there is a continuity of interest with
respect to the business of Yi Wan Group . In order for the continuity of
interest requirement to be met, shareholders of Yi Wan Group must not, under a
plan or intent existing at or prior to the closing of the merger of the merger,
dispose of so much of their Yi Wan Group common stock in anticipation of the
merger, plus the Brilliant Sun Industry Co. common stock received in the merger
that the Yi Wan Group shareholders, as a group, would no longer have a
significant equity interest in the Yi Wan Group business being conducted by us
after the merger .

Yi Wan Group shareholders will generally be regarded as having a significant
equity interest as long as the Brilliant Sun Industry Co. common stock received
in the merger, in the aggregate, represents a substantial portion of the entire
consideration received by the Yi Wan Group shareholders in the merger. This
requirement is frequently referred to as the continuity of interest requirement.
If the continuity of interest requirement is not satisfied, the merger would not
be treated as a reorganization. The law is unclear as to what constitutes a
significant equity interest or a substantial portion. The IRS ruling guidelines
require eighty percent continuity, although the guidelines do not purport to
represent the applicable substantive law. Accordingly, certain Yi Wan Group
shareholders will be asked to execute and deliver to Yi Wan Group a continuity
of interest certificates prior to the closing of the merger. The continuity of
interest certificates obtained from the shareholders contemplate that the eighty
percent standard will be applied. If the requirement is not satisfied, the
merger will not be treated as a reorganization.

A successful IRS challenge to the reorganization status of the merger would
result in significant tax consequences. For example,

o Yi Wan Group would recognize a corporate level gain or loss on the
deemed sale of all of its assets equal to the difference between

the sum of the fair market value, as of the closing of the merger, of
the Brilliant Sun Industry Co. common stock issued in the amount of
the liabilities of Yi Wan Group assumed by Brilliant Sun Industry Co.
in the Yi Wan Group's basis in the assets

o Yi Wan Group shareholders would recognize gain or loss with respect to
each share of Yi Wan Group common stock surrendered equal to the
difference between the shareholder's basis in the share and the fair
market value, as of the closing of the merger, of the Brilliant Sun
Industry Co. common stock received in merger therefore.

In that event, a shareholder's aggregate basis in the Brilliant Sun Industry Co.
common stock so received would equal its fair market value and the shareholder's
holding period for the stock would begin the day after the merger is
consummated.

Even if the merger qualifies as a reorganization, a recipient of Brilliant Sun
Industry Co. common stock would recognize income to the extent that, for
example, any such shares were determined to have been received in merger for
services, to satisfy obligations or in consideration for anything other than the
Yi Wan Group common stock surrendered. Generally, the income is taxable as

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ordinary income upon receipt. In addition, to the extent that Yi Wan Group
shareholders were treated as receiving, directly or indirectly, consideration
other than Brilliant Sun Industry Co. common stock in merger for the
shareholder's common stock gain or loss would have to be recognized.

Termination.

At any time prior to the Effective Date, the merger agreement may be terminated,
and the merger abandoned under certain circumstances, including:

o By mutual consent of Brilliant Sun Industry Co. and Yi Wan Group
o By either party if any of the other party's representations and warranties
contained in the merger agreement shall be or shall have become
inaccurate, or if any of the other party's covenants contained in the
merger agreement shall have been breached

o By either party if a court of competent jurisdiction or other
governmental body shall have issued a final and nonappealable order,
decree or ruling, or shall have taken any other action, having the
effect of permanently restraining, enjoining or otherwise prohibiting
the merger

o By Yi Wan Group if the consents have been solicited and the merger
agreement shall not have been adopted and approved by the required vote

o By Yi Wan Group if Yi Wan Group reasonably determines that the timely
satisfaction of any condition to its obligations to consummate the
merger has become impossible or unlikely.

Dissenters' Rights

The following summary of dissenters' rights under Florida law is qualified in
its entirety by reference to chapter 607, Florida Statutes, but includes all
material aspects of that section.

Failure to strictly follow the procedures set forth therein may result in the
loss, termination or waiver of dissenters' rights. A Yi Wan Group shareholder
who fails to sign and return a information statement for shareholders of Yi Wan
Group card disapproving and withholding authorization for the merger or to
attend the Yi Wan Group special meeting and vote his or her shares against the
merger will not have a right to exercise dissenters' rights. A Yi Wan Group
shareholder who desires to exercise his or her dissenters' rights must also
submit a written demand for payment to Yi Wan Group before the date of the Yi
Wan Group special meeting.

Section 607.1303 of Florida law provides the following procedure for
exercise of dissenters' rights.--

o The corporation shall deliver a copy of ss. 607.1301, 607.1302, and
607.1320 to each shareholder simultaneously with any request for the
shareholder's written consent or, if the a request is not made,
within 10 days after the date the corporation received written
consents without a meeting from the requisite number of shareholders
necessary to authorize the action.

o Within 10 days after the shareholders' authorization date, the
corporation shall give written notice of the authorization or
consent or adoption of the plan of merger, as the case may be, to
each shareholder who did not vote for, or consent in writing to, the
proposed action.

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o Within 20 days after the giving of notice to him or her, any
shareholder who elects to dissent shall file with the corporation a
notice of the election, stating the shareholder's name and address,
the number, classes, and series of shares as to which he or she
dissents, and a demand for payment of the fair value of his or her
shares. Any shareholder failing to file the election to dissent
within the period set forth shall be bound by the terms of the
proposed corporate action. Any shareholder filing an election to
dissent shall deposit his or her certificates for certificated
shares with the corporation simultaneously with the filing of the
election to dissent. The corporation may restrict the transfer of
uncertificated shares from the date the shareholder's
election to dissent is filed with the corporation.

o Upon filing a notice of election to dissent, the shareholder shall
thereafter be entitled only to payment for dissenting and shall not
be entitled to vote or to exercise any other rights of a
shareholder.

In accordance with the foregoing requirement, the text of the relevant sections
is set forth below:

607.1301 Dissenters' rights; definitions provides as follows:

"Corporation" means the issuer of the shares held by a dissenting shareholder
before the corporate action or the surviving or acquiring corporation by
merger or share exchange of that issuer.

"Fair value," with respect to a dissenter's shares, means the value of the
shares as of the close of business on the day prior to the shareholders'
authorization date, excluding any appreciation or depreciation in
anticipation of the corporate action unless exclusion would be inequitable.

o "Shareholders' authorization date" means the date on which the
shareholders' vote authorizing the proposed action was taken, the date
on which the corporation received written consents without a meeting
from the requisite number of shareholders in order to authorize the
action, or, in the case of a merger pursuant to s. 607.1104, the day
prior to the date on which a copy of the plan of merger was mailed to
each shareholder of record of the subsidiary corporation.

607.1302 Right of shareholders to dissent provides as follows:

o Any shareholder of a corporation has the right to dissent from, and obtain
payment of the fair value of his or her shares in the event of, any of the
following corporate actions:

o Consummation of a plan of merger to which the corporation is a party, f the
shareholder is entitled to vote on the merger, or

o If the corporation is a subsidiary that is merged with its parent under s.
607.1104, and the shareholders would have been entitled to vote on action
taken, except for the applicability of s. 607.1104;

o Consummation of a sale or exchange of all, or substantially all, of the
property of the corporation, other than in the usual and regular course of
business, if the shareholder is entitled to vote on the sale or exchange
pursuant to s. 607.1202, including a sale in dissolution but not including
a sale pursuant to court order or a sale for cash pursuant to a plan by
which all or substantially all of the net proceeds of the sale will be
distributed to the shareholders within 1 year after the date of sale;

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o As provided in s. 607.0902(11), the approval of a control-share
acquisition;

o Consummation of a plan of share exchange to which the corporation is a
party as the corporation the shares of which will be acquired, if the
shareholder is entitled to vote on the plan;

o Any amendment of the articles of incorporation if the shareholder is
entitled to vote on the amendment and if the amendment would adversely
affect the shareholder by:

o Altering or abolishing any preemptive rights attached to any of his or her
shares;

o Altering or abolishing the voting rights pertaining to any of his or her
shares, except as such rights may be affected by the voting rights of new
shares then being authorized of any existing or new class or series of
shares;

o Effecting an exchange, cancellation, or reclassification of any of his or
her shares, when the exchange, cancellation, or reclassification would
alter or abolish the shareholder's voting rights or alter his or her
percentage of equity in the corporation, or effecting a reduction or
cancellation of
o accrued dividends or other arrearages in respect to the shares;

o Reducing the stated redemption price of any of the shareholder's redeemable
shares, altering or abolishing any provision relating to any sinking fund
for the redemption or purchase of any of his or her shares, or making any
of his or her shares subject to redemption when they are not otherwise
redeemable;

o Making noncumulative, in whole or in part, dividends of any of the
shareholder's preferred shares which had theretofore been cumulative;

o Reducing the stated dividend preference of any of the shareholder's
preferred shares; or

o Reducing any stated preferential amount payable on any of the shareholder's
preferred shares upon voluntary or involuntary liquidation; or

o Any corporate action taken, to the extent the articles of incorporation
provide that a voting or nonvoting shareholder is entitled to dissent and
obtain payment for his or her shares.

o A shareholder dissenting from any amendment specified in paragraph (1)(e)
has the right to dissent only as to those of his or her shares which are
adversely affected by the amendment.

o A shareholder may dissent as to less than all the shares registered in his
or her name. In that event, the shareholder's rights shall be determined as
if the shares as to which he or she has dissented and his or her other
shares were registered in the names of different shareholders.

o Unless the articles of incorporation otherwise provide, this section does
not apply with respect to a plan of merger or share exchange or a proposed
sale or exchange of property, to the holders of shares of any class or
series which, on the record date fixed to determine the shareholders
entitled to vote at the meeting of shareholders at which the action is to

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be acted upon or to consent to any such action without a meeting, were
either registered on a national securities exchange or designated as a
national market system security on an interdealer quotation system by the
National Association of Securities Dealers, Inc., or held of record by not
fewer than 2,000 shareholders.

o A shareholder entitled to dissent and obtain payment for his or her shares
under this section may not challenge the corporate action creating his or
her entitlement unless the action is unlawful or fraudulent with respect to
the shareholder or the corporation.

Accounting Treatment

For accounting purposes, the merger will be treated as an acquisition of
Brilliant Sun Industry Co. by Yi Wan Group.

Merger Procedures

Unless otherwise designated by a Yi Wan Group shareholder on the transmittal
letter, certificates representing shares of Brilliant Sun Industry Co. common
stock issued to Yi Wan Group shareholders will be issued and delivered to the
tendering Yi Wan Group shareholder at the address on record with Yi Wan Group .
In the event of a transfer of ownership of shares of Yi Wan Group common Stock
represented by certificates that are not registered in the transfer records of
Yi Wan Group , the shares may be issued to a transferee if the certificates are
delivered to the Transfer Agent, accompanied by all documents required to
evidence the transfer and by evidence satisfactory to the Transfer Agent that
any applicable stock transfer taxes have been paid. If any certificates shall
have been lost, stolen, mislaid or destroyed, upon receipt of

o An affidavit of that fact from the holder claiming the certificates to
be lost, mislaid or destroyed, The bond, security or indemnity as the
surviving corporation and the merger agent may reasonably require

o Any other documents necessary to evidence and effect the bona fide
merger, the merger agent shall issue to holder the shares into which
the shares represented by the lost, stolen, mislaid or destroyed

o Certificates have been converted.

Neither Brilliant Sun Industry Co., Yi Wan Group , nor the Transfer Agent is
liable to a holder of Yi Wan Group's common stock for any amounts paid or
property delivered in good faith to a public official under any applicable
abandoned property law. Adoption of the merger agreement by the Yi Wan Group's
shareholders constitutes ratification of the appointment of the Transfer Agent.

After the closing of the merger, holders of certificates will have no rights
with respect to the shares of Yi Wan Group common stock represented thereby
other than the right to surrender the certificates and receive in merger the
shares of Brilliant Sun Industry Co. common stock to which the holders are
entitled.

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YI WAN GROUP'S MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
YI WAN / BRILLIANT STAR INDUSTRY
MANAGEMENT DISCUSSION AND ANALYISIS

The following discussion and analysis should be read in conjunction with the
Consolidated Financial Statements contained elsewhere in this Prospectus. It
presents the results of the company from January 1, 1997, through December 31,
1999.

I. OVERVIEW

The company has three operating units each producing different products and
services: (1) Jiaozuo Yi Wan Hotel provides up-scale lodging, food and beverage,
entertainment and conference and meeting facility services; (2) Shun De Yi Wan
Communication Equipment Plant Co., Ltd. produces digital and analog telephone
network main distribution frames and their component parts; (3) Yi Wan Maple
Leaf High Technology Agriculture Developing Ltd., Co. uses advanced cultivation
techniques to produce specialty fresh water livestock and seasonal land-based
vegetables.

All of the company's operating units are located in the People's Republic of
China.

II. RESULTS OF OPERATIONS

The following table presents selected statements of operations data expressed as
percentages of net sales for the years ended December 31,1997,1998 and the ten
months ended October 31, 1998 and 1999.

Years ended December

31,

1997 1998 1999
---- ---- ----

Sales.................... 100.00% 100.00% 100.00%
Cost of Goods Sold............... 36.20% 35.40% 35.00%
- - Hotel Operations 23.20% 23.00% 25.00%
- - Telecommunication Operations 48.00% 51.00% 44.50%
- - Farm Operation 50.40% 51.50% 56.00%
Gross Profit..................... 63.80% 64.60% 65.00%
- - Hotel Operations 76.80% 77.20% 75.00%
- - Telecommunication Operations 52.00% 49.00% 55.50%
- - Farm Operation 49.60% 48.50% 44.00%
General Selling and Administrative Expense 34.30% 26.00% 27.50%
- - Hotel Operations 43.70% 31.70% 32.80%
- - Telecommunication Operations 29.70% 22.00% 22.56%
- - Farm Operation 14.00% 13.30% 15.90%
Net Income.................... 29.80% 38.50% 29.60%
- - Hotel Operations 33.30% 45.70% 34.50%
- - Telecommunication Operations 22.40% 27.00% 23.20%
- - Farm Operation 35.70% 35.20% 24.85%

II.a YEAR ENDED DECEMBER 31, 1998, COMPARED WITH THE YEAR ENDED
DECEBMER 31, 1997.

II.a.(1) SALES. Consolidated company Sales increased 3,176,086 USD, or
approximately 29% from 10,855,584 USD in the year ended December 31, 1997, to
14,031,670 USD in the year ended December 31, 1998. An itemization of each
operating unit's data and an explanation of significant changes follows:

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Hotel Operations: Sales increased 2,379,628 USD, or approximately 44%
from 5,331,118 USD in the year ended December 31, 1997, to 7,710,746
USD in the year ended December 31, 1998. The increase in Sales was
the result of the addition of the nightclub and sauna-health
entertainment facilities.

Telecommunication Operations: Sales increased 562,570 USD, or
approximately 14% from 3,904,398 USD in the year ended December 31,
1997, to 4,466,968 USD in the year ended December 31, 1998. The
increase in sales was the result of increased market share and the
introduction of the GPX-136 Main Distribution Frame.

Farm Operations: Sales increased 290,092 USD, or approximately 18%
from 1,620,067 USD in the year ended December 31, 1997, to 1,910,159
USD in the year ended December 31, 1998. The increase in Sales was
the result of increased production volume.

II.a.(2) COST OF GOODS SOLD. Consolidated Cost of Goods Sold increased 1,032,225
USD from 3,930,281 USD in the year ended December 31, 1997, to 4,962,506 USD in
the year ended December 31, 1998. Cost of Goods Sold as a percentage of Sales
decreased to 35.4% in the year ended December 31, 1998 from 36.2% in the year
ended December 31, 1997. An itemization of each operating unit's data and an
explanation of significant changes follows:

Hotel Operations: Cost of Goods Sold increased 521,192 USD from
1,237,104 USD in the year ended December 31, 1997, to 1,758,296 USD
in the year ended December 31, 1998. Cost of Goods Sold as a
percentage of Sales decreased to 23% in the year ended December 31,
1998, from 23.2% in the year ended December 31, 1997. The decrease
was primarily a result of improved cost control measures.

Telecommunication Operations: Cost of Goods Sold increased 398,735
USD from 1,877,311 USD in the year ended December 31, 1997, to
2,276,046 USD in the year ended December 31, 1998. Cost of Goods Sold
as a percentage of Sales increased to 51% in the year ended December
31, 1998 from 48% in the year ended December 31, 1997. The increase
was the combined result of a 33% increase in payroll expenses to
cover overtime required to meet increased production requirements, a
17% increase in utility rates charged by the municipal government and
an increase in fixed asset depreciation expenses.

Farm Operations: Cost of Goods Sold increased 168,501 USD from
815,866 USD in the year ended December 31, 1997, to 984,367 USD in
the year ended December 31, 1998. Cost of Goods Sold as a percentage
of Sales increased to 51.5% in the year ended December 31, 1998, from
50.4% in the year ended December 31, 1997. The increase was the
result of an adjusted salary and bonus structure.

II.a.(3) GROSS PROFIT. Consolidated Gross Profit increased 2,143,861 USD from
6,925,303 USD in the year ended December 31, 1997, to 9,069,164 USD in the year
ended December 31, 1998. As a percentage of Sales, Gross Profit increased from
63.8% in the year ended December 31, 1997, to 64.6% in the year ended December
31, 1998. An itemization of each operating unit's data and an explanation of
significant changes follows:

Hotel Operations: Gross Profit increased 1,858,435 USD from 4,094,015
USD in the year ended December 31, 1997, to 5,952,450 USD in year
ended December 31, 1998. As a percentage of Sales, Gross Profit
increased from 76.8% in the year ended December 31, 1997, to 77.2% in
the year ended December 31, 1998.

Telecommunications Operations: Gross Profit increased 163,835 USD
from 2,027,087 USD in the year ended December 31, 1997 to 2,190,922
USD in year ended December 31, 1998. As a percentage of Sales, Gross
Profit decreased from 52% in the year ended December 31, 1997 to 49%
in the year ended December 31, 1998. The decrease was a result of
increased Cost of Goods Sold expenses.

Farm Operations: Gross Profit increased 121,591 USD from a surplus
804,201 USD in the year ended December 31, 1997, to 925,792 USD in
year ended December 31, 1998. As a percentage of sales, Gross Profit
decreased from 49.6% in the year ended December 31, 1997, to 48.5% in
the year ended December 31, 1998. The decrease was a result of
increased Cost of Goods Sold expenses.

II.a.(4) SELLING AND ADMINISTRATIVE EXPENSES. Selling and Administrative
Expenses decreased 32,715 USD from 3,722,053 USD in the year ended December 31,
1997, to 3,689,338 USD in the year ended December 31, 1998. Selling and
Administrative Expenses as a percentage of Sales decreased to 26% in the year
ended December 31, 1998, from 34.3% in the year ended December 31, 1997. An
itemization of each operating unit's data and an explanation of significant
changes follows:

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<PAGE>

Hotel Operations: Selling and Administrative Expenses increased
114,512 USD from 2,331,565 USD in the year ended December 31, 1997,
to 2,446,077 USD in the year ended December 31, 1998. Selling and
administrative Expenses as a percentage of Sales decreased to 31.7%
in the year ended December 31, 1998 from 43.7% in the year ended
December 31, 1997. The decrease was a combined result of increased
Sales and the lack of need to purchase initial start-up selling
related items purchased in the first year of operations.

Telecommunication Operations: Selling and Administrative Expenses
decreased 173,033 USD from 1,161,230 USD in the year ended December
31, 1997, to 988,197 USD in the year ended December 31, 1998. Selling
and Administrative expenses as a percentage of Sales decrease to 22%
in the year ended December 31, 1998 from 29.7% in the year ended
December 31, 1997. The decrease was a result of the cessation of
advertising effort and trade show participation and a 22% decrease in
freight cost due to increased market competition.

Farm Operations: Selling and Administrative Expenses increased 25,806
USD from 229,258 USD in the year ended December 31, 1997, to 255,064
USD in the year ended December 31, 1998. Selling and Administrative
Expenses as a percentage of Sales decreased to 13% in the year ended
December 31, 1998, from 14% in the year ended December 31, 1997. The
decrease was a combined result of reduced initial equipment
installation and maintenance cost and a reduction in staff travel
costs.

II.a.(5) NET INCOME. Consolidated Net Income increased 2,173,799 USD from
3,230,833 USD, or 29.8% of Sales, in the year ended December 31, 1997, to
5,404,064 USD, or 38.5 % of Sales, in the year ended December 31, 1998. The
consolidated increase is the result of overall increased sales volume and
overall improved cost control measures in all operating units. An itemization of
each operating unit's data follows:

Hotel Operations: Net Income increased 1,745,553 USD from 1,775,968
USD, or 33.3% of Sales, in the year ended December 31, 1997, to
income of 3,521,501 USD, or 45.7 % of Sales, in the year ended
December 31, 1998.

Telecommunication Operations: Net Income increased 333,466 USD from
876,094 USD, or 22.4% of Sales, in the year ended December 31, 1997,
to income of 1,209,560 USD, or 27 % of Sales, in the year ended
December 31, 1998.

Farm Operations: Net Income increased 94,798 USD from 578,772 USD, or
35.7% of Sales, in the year ended December 31, 1997, to 673,570 USD,
or 35.2 % of Sales, in the year ended December 31, 1998.

II.b YEAR ENDED DECEMBER 31, 1999, COMPARED WITH THE YEAR ENDED DECEBMER 31,
1998.

II.b.(1) SALES. Consolidated Sales increased 354,006 USD, or approximately 2.5%
from 14,087,873 USD in the year ended December 31,1998, to 14,385,676 USD in the
year ended December 31,1999. An itemization of each operating unit's data and an
explanation of significant changes follows:

Hotel Operations: Sales increased 280,409 USD, or approximately 3.6%,
from 7,710,746 USD in the year ended December 31,1998 to 7,991,155
USD in the year ended December 31,1999. The increase was a result of
expanded food and beverage promotions and increased entertainment
sales due to a greater number of celebrity performances in the
nightclub facility.

Telecommunication Operations: Sales increased 319,611 USD, or
approximately 7.2%, from 4,466,968 USD in the year ended December
31,1998, to 4,786,579 USD in the year ended December 31,1999. The
increase was a result of a restructured sales system, increased sales
in the number of JPX 136 main distribution frames and a general
increase in demand of the market.

Farm Operations: Sales decreased 302,217 USD, or approximately 15.8%,
from 1,910,159 USD in the year ended December 31,1998, to 1,607,942
USD in the year ended December 31,1999. The decrease was the result
of a two-month down period of production due to a refurbishment and
cleaning of several production pools.

II.b.(2) COST OF GOODS SOLD. Consolidated Cost of Goods Sold increased 72,558
USD from 4,062,506 USD in the year ended December 31,1998, to 5,035,064 USD in
the year ended December 31,1999. Cost of Goods Sold as a percentage of Sales
decreased to 35% in the year ended December 31,1999, from 35,4% in the year
ended December 31,1998. An itemization of each operating unit's data and an
explanation of significant changes follows:

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<PAGE>

Hotel Operations: Cost of Goods Sold increased 245,653 USD from
1,758,296 USD in the year ended December 31,1998, to 2,003949 USD in
the year ended December 31,1999. Cost of Goods Sold as a percentage
of Sales increased to 25% in the year ended December 31,1999, from
23% in the year ended December 31,1998. The increase was a result in
the increase in the number of complementary in-room guest services
and amenities and costs associated with celebrity performances in the
night club.

Telecommunication Operations: Cost of Goods Sold decreased 145,527
USD from 2,276,046 USD in the year ended December 31,1998, to
2,130,519 USD in the year ended December 31,1999. Cost of Goods Sold
as a percentage of Sales decreased to 44.5% in the year ended
December 31,1999, from 51% in the year ended December 31,1998. The
decrease was a result of strong sales and improved cost control
measures.

Farm Operations: Cost of Goods Sold decreased 83,848 USD from 984,367
USD in the year ended December 31,1998, to 900,596 USD in the year
ended December 31,1999. Cost of Goods Sold as a percentage of Sales
increased to 56% in the year ended December 31,1999, from 51.53% in
the year ended December 31,1998. The increase was a result of the
aforementioned down period of production and unsuccessful research
and testing to breed fresh water lobsters.

II.b.(3) GROSS PROFIT. Consolidated Gross Profit increased 281,448 USD from
9,069,164 USD in the year ended December 31,1998, to 9,350,612 USD in the year
ended December 31,1999. As a percentage of Sales, Gross Profit increased to 65%
in the year ended December 31, 1999, from 64.60% in the year ended December 31,
1998. An itemization of each operating unit's data and an explanation of
significant changes follows:

Hotel Operations: Gross Profit increased 34,755 USD from 5,952,450
USD in the year ended December 31,1998, to 5,987,206 USD in the year
ended December 31,1999. As a percentage of Sales, Gross Profit
decreased from 77.2% in the year ended December 31,1998, to 75% in
the year ended December 31,1999.

Telecommunication Operations: Gross Profit increased 465,138 USD from
2,190,922 USD in the year ended December 31,1998, to 2,656,060 USD in
the year ended December 31,1999. As a percentage of Sales, Gross
Profit increased from 49% in the year ended December 31,1998, to
55.5% in the year ended December 31,1999. The increase was the result
of strong sales and continued cost control efforts.

Farm Operations: Gross Profit decreased 218,446 USD from 925,792 USD
in the year ended December 31,1998, to 707,346 USD in the year ended
December 31,1999. As a percentage of Sales, Gross Profit decreased
from 48.5% in the year ended December 31,1998, to 44% in the year
ended December 31,1999. The decrease was a result of the
aforementioned increase in Cost of Goods Sold.

II.b.(4) SELLING AND ADMINISTRATIVE EXPENSES. Consolidated Selling and
Administrative Expenses increased 265,102 USD from 3,689,338 USD in the year
ended December 31,1998, to 3,954,440 USD in the year ended December 31,1999.
Selling and Administrative Expenses as a percentage of Sales increased to 27.5%
in the year ended December 31,1999, from 26% in the year ended December 31,1998.
An itemization of each operating unit's data and an explanation of significant
changes follows:

Hotel Operations: Selling and Administrative Expenses increased 173,083 USD from
2,446,077 USD in the year ended December 31,1998, to 2,619,160 USD in the year
ended December 31,1999. Selling and Administrative Expenses as a percentage of
Sales increased to 32.8% in the year ended December 31,1999, from 31.7% in the
year ended December 31,1998. The increase was the result of increased utility
expenses and performance bonuses awarded.

Telecommunication Operations: Selling and Administrative Expenses
increased 91?772 USD from 988,197 USD in the year ended December
31,1998, to 1,079,969 USD in the year ended December 31,1999. Selling
and Administrative Expenses as a percentage of Sales decreased to
22.6% in the year ended December 31,1999, from 22% in the year ended
December 31,1998. The decrease was the result of continued reduction
in transportation costs caused by industry competition.

Farm Operations: Selling and Administrative Expenses increased 247
USD from 255,064 USD in the year ended December 31,1998, to 255,311
USD in the year ended December 31,1999. Selling and Administrative
Expenses as a percentage of Sales increased to 15.9% in the year
ended December 31,1999, from 13.4% in the year ended December
31,1998. The increase was the result of relatively fixed
administrative costs during the period of down production cited
above.

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<PAGE>

II.b.(5) NET INCOME. Consolidated Net Income decreased 1,139,764 USD from
5,404,632 USD, or 38.5% of Sales, in the year ended December 31,1998, to
4,264,868 USD, or 29.6% of Sales, in the year ended December 31,1999. The
decrease was in part a result of the expiration of favorable national tax
status. An itemization of each operating unit's data and further explanation of
significant changes follows:

Hotel Operations: Net Income decreased 764,309 USD from 3,521,501
USD, or 46% of Sales, in the year ended December 31,1998, to
2,757,192, or 34.5 % of Sales, in the year ended December 31,1999.

Telecommunications Operations: Net Income decreased 101,456 USD from
1,209,560 USD, or 27% of Sales, in the year ended December 31,1998,
to 1,108,104 USD, or 23.2 % of Sales, in the year ended
December 31,1999
.
Farm Operations: Net Income decreased 273,998 USD from 673,570 USD,
or 35.3% of Sales, in the year ended December 31,1998, to 399,572
USD, or 24.9 % of Sales, in the year ended December 31,1999. The
decrease was a result of the interruption in production cited above.

III. LIQUIDITY AND CAPTIAL RESOURCES

Historically, the company has financed its operations principally through cash
generated from operations. Initial capital for each operating unit was generated
by contributions of initial shareholders and personal loans (Hotel Operations:
15,960,000 USD, Telecommunication Operations: 1,580,000 USD, Farm Operations:
2,410,000 USD). No bank loans were obtained for this purpose.

A portion of the net proceeds of this offering will be used for general
corporate purposes and working capital, which will contribute to improved
liquidity. In addition, the company does not anticipate paying any dividends in
the foreseeable future.

III.a WORKING CAPITAL.

On December 31, 1999, the company had consolidated working capital of 5,611,319
USD comprised as follows:

Hotel Operations: 1,694,055 USD;
Telecommunication Operations: 3,486,194 USD;
Farm Operations: 431,070 USD.

On December 31, 1998, the company had consolidated Working Capital of 4,070,000
USD comprised as follows:

Hotel Operations: 510,000 USD;
Telecommunication Operations: 2,950,000 USD;
Farm Operations: 610,000 USD.

On December 31, 1997, the company had consolidated Working Capital of 2,900,000
USD comprised as follows:

Hotel Operations: 310,000 USD
Telecommunication Operations: 1,990,000 USD;
Farm Operations: 600,000 USD.

EXPLANATION: The increase in Consolidated Working Capital from 1997 to 1998 to
1999 was a result of expanded operations and an increase in Net Income.

III.b CASH AND CASH EQUIVALENTS FROM ACCOUNTS RECEIVABLE.

On December 31, 1999, the company had consolidated Accounts Receivable of
1,402,148 USD comprised as follows:

Hotel Operations: 405,988 USD;
Telecommunications Operations: 943,339 USD;
Farm Operations: 109,497 USD.

On December 31,1998, the company had consolidated Accounts Receivable of
1,120,000 USD as follows:

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<PAGE>

Hotel Operations: 110,000 USD;
Telecommunications Operations: 850,000 USD;
Farm Operations: 160,000 USD.

On December 31,1997,the company had consolidated Accounts Receivable of $600,000
USD as follows:

Hotel Operations: 90,000 USD;
Telecommunication Operations: 450,000 USD;
Farm Operations: 60,000 USD.

EXPLANATION: The increase in consolidated Accounts Receivable from 1997 to 1998
was a result of an increase in sales and credit terms of Hotel Operations and
Telecommunication Operations.

III.b NET CASH FLOW.

On December 31, 1999, the company had a consolidated Net Cash flow of 904,172
USD comprised as follows:

Hotel Operations: 619,024 USD;
Telecommunication Operations: 166,266 USD;
Farm Operations: 118,882 USD.

On December 31, 1998, the company had a consolidated Net Cash flow of 374,096
USD comprised as follows:

Hotel Operations: 155,411 USD;
Telecommunication Operations: 237,265 USD;
Farm Operations: negative 18,579 USD.

On December 31,1997, the company had a consolidated Net Cash flow of $288,778
USD as follows:

Hotel Operations: 61,495 USD;
Telecommunication Operations: 43,742 USD;
Farm Operations: 183,541 USD.

EXPLANATION: The increase from 1997 to 1998 in consolidated Net Cash flow was a
result of the large increase in sales volume of Hotel Operations and
Telecommunications Operations.

III.c CASH FLOW FROM OPERATING ACTIVITES.

On December 31, 1999, the company had consolidated Net Cash flow from Operating
Activities of 7,590,531 USD as follows:

Hotel Operations: 4,744,134 USD;
Telecommunication Operations: 1,967,026 USD;
Farm Operations: 879,371 USD.

On December 31, 1998, the company had a consolidated Net Cash flow from
Operating Activities of 8,916,161 USD comprised as follows:

Hotel Operations: 7,081,456 USD;
Telecommunication Operations: 872,156 USD;
Farm Operations: 962,548 USD.

On December 31, 1997, the company had a consolidated Net Cash flow from
Operating Activities of 4,236,400 USD comprised as follows:

Hotel Operations: 2,751,007 USD;
Telecommunication Operations: 1,087,761 USD;
Farm Operations: 397,632 USD.

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<PAGE>

EXPLANATION: The increase from 1997 to 1998 was a result of a large increase in
sales of the Hotel Operations and the Telecommunication Operations. The decrease
from 1998 to 1999 was a result of extended terms of payment offered to Hotel and
Telecommunication customers.

III.d CASH FLOW FROM FINANCING ACTIVITIES.

On December 31, 1999, the company had consolidated Net Cash flow from Financing
Activities of negative 6,677,931 USD comprised as follows:

Hotel Operations: negative 3,925,692 USD;
Telecommunication Operations: negative 1,778,083 USD;
Farm Operations: negative 974,156 USD.

On December 31, 1998, the company had consolidated Net Cash flow from Financing
Activities of negative 8,519,689 USD comprised as follows:

Hotel Operations: negative 6,903,669 USD;
Telecommunication Operations: negative 634,891 USD;
Farm Operations: negative 981,127 USD.

On December 31, 1997, the company had consolidated Net Cash flow from Financing
Activities of 22,734,475 USD comprised as follows:

Hotel Operations: 19,244,475 USD;
Telecommunication Operations: negative 490,000 USD;
Farm Operations: 3,980,000 USD.

EXPLANATION: The decrease in consolidated Net Cash flow from Financing
Activities during the period covered is primarily the result the repayment of
private debt for the initial purchases of the Hotel and Farm facilities and the
distribution of profit to shareholders.

III.e CASH FLOW FROM INVESTING ACTIVITIES.

On December 31, 1999, the company had consolidated Net Cash flow from
Investing Activities of negative 246,193 USD comprised as follows:

Hotel Operations: negative 199,418 USD;
Telecommunications Operations: negative 22,678 USD;
Farm Operations: negative 24,097 USD.

On December 31, 1998, the company had consolidated Net Cash flow from Investing
Activities of negative 22,376 USD comprised as follows:

Hotel Operations: negative 22,376 USD;
Telecommunication Operations: 0 USD;
Farm Operations: 0 USD.

On December 31, 1997, the company had consolidated Net Cash flow from Investing
Activities of negative 26,679,572 USD as follows:

Hotel Operations: negative 21,933,987 USD;
Telecommunication Operations: negative 545,795 USD;
Farm Operations: negative 4,199,790 USD.

EXPLANATION: The negative consolidated Net Cash flow from Investing Activities
in 1997 reflected initial facility purchases of the Hotel and Farm and equipment
purchases of the Telecommunication unit. Data for 1998 and 1999 reflected
equipment purchases and minor facility upgrades.

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<PAGE>

IV. MANAGEMENT ASSUMPTIONS. The company anticipates, based on management's
internal forecasts and assumptions relating to its operations, that its existing
cash and funds generated from operation, together with its existing financing
agreements and proceeds of the offering will be sufficient to meet the company's
working capital and capital expenditure requirements for the at least 12 months
following consummation of the offering.

In the event that the company's plans change, its assumptions change or prove
inaccurate, or if the proceeds of this offering, other capital resources and
projected cash flow otherwise prove to be insufficient to fund operations, (due
to unanticipated expense, technical problems, difficulties or otherwise), the
company could be required to seek additional financing and there can be no
assurance that the company would be able to obtain additional financing on terms
acceptable to the company, or at all.

V. IMPACT OF INFLATION. The company management does not consider inflation
to have had material impact on its results of operations during the periods
covered.

YI WAN GROUP'SBUSINESS

All of our facilities are located in the People's Republic of China and, as a
result, our operations and assets are subject to significant political,
economic, legal and other uncertainties.

Although the majority of productive assets in the PRC are owned by the Chinese
government, in the past several years the Chinese government has implemented
economic reform measures that emphasize decentralization, the utilization of
market forces in the development of the PRC economy and the encouragement of
private economic activity. Such economic reform measures may be inconsistent or
ineffectual and we may not be able to capitalize on all such reforms. Further,
there can be no assurance that the Chinese government will continue to pursue
such policies, that such policies will be successful if pursued, that such
policies will not be significantly altered from time to time or that business
operations in the PRC would not become subject to the risk of nationalization,
which could result in the total loss of investment.

Economic Reform.

Since 1978, the Chinese Government has been reforming its economic systems. Many
reforms are unprecedented or experimental and are expected to be refined and
improved. Other political, economic and social factors, such as political
changes, changes in the rates of economic growth, unemployment or inflation, or
in the disparities in per capita wealth between regions within China, could also
lead to further readjustment of the reform measures. This refining and
readjustment process may not always have a positive effect on our operations.

Although reforms to China's economic system have not adversely impacted our
operations in the past and are not expected to adversely impact its operations
in the foreseeable future, there can be no assurance that the reforms to China's
economic system will continue or that we will not be adversely affected by
changes in the PRC's political, economic and social conditions and by changes in
policies of the Chinese government, such as changes in laws and regulations (or
the interpretation thereof), measures which may be introduced to control
inflation, changes in the rate or method of taxation, imposition of additional
restrictions on currency conversion and remittance abroad and reduction in
tariff protection and other import restrictions.

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<PAGE>

Uncertain Legal System and Application of Laws.

The Chinese legal system is based on written statutes and is a system, unlike
common law systems, in which decided legal cases have little presidential value.
The Chinese system is similar to civil law systems in this regard. In 1979,
China began the process of modernizing its legal system by undertaking to
promulgate a comprehensive system of laws. On December, 1993, the National
People's Congress promulgated the Company Law of the People's Republic of China,
which became effective in July, 1994. In addition, China has published a number
of laws and regulations governing the establishment and operations of foreign
invested enterprises. In general, FIE laws encourage foreign investment in
China, and provide certain preferential treatment to foreign investors, such as
tax reduction or exemption. However, there can be no assurance that preferential
treatment provided by FIE Laws will not change or be withdrawn. In addition,
because the Company Law, FIE Laws and regulations relevant to foreign investors
are relatively recent, their interpretation and enforcement involve significant
uncertainty.

Government Control of Currency Conversion and Exchange Risks.

The lawful unit of currency in the PRC is the Renminbi (RMB).

We receive almost all of our revenues in Renminbi, which is not freely
convertible into foreign exchange. However, we may require foreign currency to
meet foreign currency obligations, such as for future purchases of certain
equipment. The PRC government imposes control over its foreign currency reserves
in part through direct regulation of the conversion of Renminbi into foreign
exchange and through restrictions on foreign imports.

In December 1996, Renminbi became fully convertible based on rates (previous
day's PRC inter-bank foreign exchange rate and current world market exchange
rates) determined by the Foreign Currency Control System for all current account
transactions. Foreign exchange that is required for current account transactions
can be bought freely at authorized Chinese banks so long as the procedural
requirements prescribed by law are met. Payment of dividends to foreign
investors holding equity interests in Chinese companies, including Foreign
Investment Enterprises, is considered a current account transaction. At the same
time, Chinese companies are also required to sell their foreign exchange
earnings to authorized Chinese banks. Purchase of foreign exchange for capital
account transactions still requires prior approval of the State Administration
for Foreign Exchange.

Exchange rate fluctuations may adversely affect our financial performance
because of our foreign currency denominated liabilities and may materially
adversely affect the value, translated or converted as applicable into United
States dollars, of our net fixed assets, our earnings and our declared
dividends. We currently do not engage in any hedging activities in order to
minimize the effect of exchange rate risks.

TELECOMMUNICATIONS

History

In September 1993, Guangdong Shunao Industry and Commerce Company and Wan Da
Construction Inc. of Macao formed a new company, Shun De Yi Wan Communication
Equipment Plant Co., Ltd., a limited liability corporation. We design, produce
and develop telephone interconnect equipment that serves as bridges or
integrators between the customers' telecommunications equipment and the public
telephone network. We focus on:

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<PAGE>

o Designing and manufacturing telephone network switching component parts
for use in telephone main distribution frames.

o Manufacturing and selling assembled telephone communication main distribution
frames.

Initial design and production efforts focused on developing analog switching
component parts and the manufacture of a series of analog main distribution
frames. Recent design and production efforts have expanded to include digital
switching component parts and the manufacture of digital telephone main
distribution frames

Here are some of the significant events in our history:

o In 1995, we earned the national Ministry of Post and Telecommunications,
currently known as the Ministry of Information and Industry, award for
product excellence and development.

o In 1996, we received two patent certificates for design of a switching
component part and a tool used in the assembly and on-going maintenance of
telephone main distribution frames.

o In the same year, we received the public verbal commendation for product
excellence and contribution to the development of the nation of Vice
Minister of the Ministry of Posts and Telecommunication, Mr. Xie Gaojue.

o In 1997, we produced the domestic telephone switching equipment industry's
first intelligent management system software used for the monitoring and
management of telephone distribution frame performance.

We currently produce over 1.35 million wires annually. Our four main competitors
produce in the aggregate approximately 11.8 million wires annually. Wire is a
unit of measurement in telephone main distribution frame industry; wires are the
component parts of which distribution frames are comprised. All our products
meet the ISO 9001 quality standards.

Products and Services

We have three major product lines that are multi-function telephone main
distribution frames: HPX, JPX and MPX. A description of each product line's
unique features and specifications as well as the common specifications to the
HPX and JPX product lines follows:

o HPX Description--This product line is a telephone analog main distribution
frame series consisting of 5 model variations: HPX68A, HPX68B, HPXC1, HPXC2
and HPX68D. Because of its smaller volume capacity and easy upgrade ability
this series is considered entry level and is most suitable for smaller
volume user requirements.

o JPX Description--This product line is a telephone analog main distribution
frame series consisting of three models: JPX 131, JPX 133, JPX 136. Because
of its large volume capacity, this series is considered most suitable for

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larger volume requirements. The product line's unique feature is the main
distribution frame distribution management system. This software
automatically notifies both the user and the off site managing unit of the
row and column number of wire failure. The software stores user information
profile and communicates this information to the managing unit and repair
service technician. This is the only system of its kind in the domestic
telephone switching equipment industry.

o MPX Description--This product line consists of one telephone digital main
distribution frame: MPX17F. Because of its extremely large volume capacity
and digital technology processing capability, this model is considered
suitable for extremely large volume requirements and customers with
advanced technology support infrastructures.

We produce our own component parts and assemble them into distribution frame
configurations at our manufacturing facility. The component parts and peripheral
frame parts are stored in inventory until an order is received. At the time an
order is received, parts are drawn from inventory and assembled to meet the
customers specifications within existing product line parameters. The product is
then transported to the customer via third party delivery. Upon arrival at the
customer's site, a sales technician will assist the customer to install the
distribution main frame and review operating procedures

We experience seasonal variations in revenue from the sale of our products. The
chief reason for these variations is as follows:

Since the majority of our customers are divisions of government ministries, our
revenue stream closely follows the government schedule of planning and
procurement. During the period of March through June, ministries plan and
petition the government for funds to purchase equipment. Revenue is at the
lowest point of the year during this period. During the period of July through
December ministries place orders. Revenue peaks during the months of September
through December. During the period of January through February, final orders
are filled and revenue begins to decline.

Set forth below for each of the last three fiscal years is the percentage of
total revenue which accounted for 15% or more of consolidated revenue during any
such fiscal years.

Telecommunications Operations:

1996

HPX: 36.34%
JPX 133: 37.52%

1997

JPX 133: 17.9%

1998

JPX 133 14.54%

Product Research and Development

Digital Switching Components.

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We are currently involved in a number of research and development projects
concerning production of component parts capable of utilizing digital switching
technologies and the manufacture of digital switching telephone main
distribution frames. We currently produce a limited line of digital switching
components and manufacture one digital switching telephone main distribution
frame. We are currently working on building an expanded product line of digital
switching telephone main distribution frames.

Optical Switching Components.

We are currently involved in a number of research and development projects
concerning the production of component parts capable of utilizing optical
switching technologies and the manufacture of optical switching telephone main
distribution frames. At present we do not posses the technology to produce
optical switching components or optical switching telephone main distribution
frames. It may take several more years to develop these products.

Conference Language Interpretation System.

We are in the advanced stages of research, development and testing of equipment
suitable for multi-lingual conference communication and audience response
tabulation. The product is based on existing switching component technologies.
The product is capable of five language channel simultaneous communication,
audience voting tabulation and five category multi-choice response tabulation.
The product utilizes touch pad technology and is capable of visually
communicating information on each audience member's screen. There are two
versions of this machine currently in the testing phase: one intended for
audience sizes from 1-100 persons, the other intended for audiences sizes from
101-400 persons. The results of these tests have been very favorable with the
results of the smaller unit showing slightly fewer required modifications than
the larger unit. We are proceeding with on going testing and modification of
both units.

Market

The level of telephone network development within China varies greatly between
regions. Generally, the level of development is highest in the southern and
coastal provinces. Consequently, this is where the majority of the market is
located. At present, large portions of the country are not technologically
developed to the point to be able to utilize telephone network distribution
technologies. However, it is acknowledged by the national government that the
central provinces are the areas where the next "wave" of economic development
will occur. To this end we have targeted the northern central provinces as a
secondary target market area.

In China all public telephone communication is coordinated by the Ministry of
Information and Industry, formerly the Ministry of Post and Telecommunications,
through a series of municipal ministry agencies. There are no private telephone
service providers. Additionally, other national ministries maintain their own
separate telephone communication networks.

Our primary customers are municipal agencies of the national Ministry of Post
and Telecommunications, other national government ministries such as the
Ministry of Rail Transportation, Ministry of Electric Power, and the People's
Liberation Army, and large government and private businesses.

Our principal customers are all either local or national government entities.
These customers could at any given time cancel an order or renegotiate the terms
of sale. However, since all production is on a per job basis and there are no

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long-term production agreements, the risk of cancellation or renegotiating is no
greater than with any non-government customer.

In order to sell our product to government entities, we are required to obtain a
permit from the Ministry of Information and Industry. This permit is granted
each year and is based on inspection to our product quality and operations.
Failure to obtain this permit could adversely effect our ability to compete in
the market.

We contact potential customers primarily through sales calls or visits from our
sales staff. In addition, we undertake the following activities:

o Trade Shows. We promote our brand name through active participation in
trade shows throughout the country. Participation often includes keynote
seminar presentations.

o Advertising. We promote our brand name through on-going advertising in
industry trade publications. We also maintains a listing on the Ministry
of Post and Telecommunication Internet website.

o Public Relations. Our sales department promotes its brand name by
maintaining an active and on-going "client focused" public relations
effort. This effort includes frequent telephone communication, on-site
visits and complimentary entertaining and gifts.

o Industry Trade Articles. We promote our brand name through frequently
contributing to trade publications research articles highlighting trends
and developments in technology.

We use no agents - only direct sales from the sales staff. The salary and
commission structure for our sales staff is as follows: Sales persons can get
commission based on the sales for the discount rate for the manufacture's price,
as follows:

o Sales price is less than 12% discount rate: 2% commission of sales amount
o Sale price is high than 12% discount rate: 1.5% commission of sales amount

Licenses, Trademarks and Patents

We have registered the Shun De Yi Wan Communication Equipment Plant Co., Ltd.
name and its logo with the Ministry of Administration and Trademarks

The term of our business license is from September 1993 to September 2004. Our
most recent business license granted by the government allows us to operate as a
company from the period of September 1993 to September 2004. Unlike in the US,
Under Chinese Law business licenses are granted for a specific period of time.
When the license expires, the company must reapply for a new license.

We have also received from the Ministry of Administration and Trademarks two
patents: one for a component part used in the assembly of analog telephone main
distribution frames, the second for a tool used by the customer to simultaneous
install two wire clips into a distribution frame. These patent numbers are
respectively: 235727, 213907. The trademarks and patent are registered in
perpetuity provided yearly fees of $7,300 are paid to the Ministry of
Administration and Trademarks.

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Competition

Our business is highly competitive. Many companies provide the same products and
services that we provide, and most of these companies have greater capital
resources and more established reputations than us. If our competitors lower
their prices or we are forced to lower ours, we will be adversely affected.

Our competitors may be able to respond more quickly to new or emerging
technologies and changes in customer requirements. They may also be able to
devote greater resources to the development, promotion and sale of their
products and services than we can.

Nationwide, there are 60 companies licensed to produce telephone distribution
switching equipment. Competitors compete chiefly on the basis of price and
technological capabilities. Of the 60 companies licensed by the government to
produce and sell telephone distribution frames, 30 have the government
distinction of approved supplier. We are one of these 30. Of these 30 companies,
four have a combined market share of 60%. We have a 10% market share.

We feel these four competitors are our principal competitors. These competitors
are as follows: Post and Telecommunications Equipment Plant 518, Post and
Telecommunications Equipment Plant 523, Shenzhen Hai Ri Telecommunication
company and Guangdong post and Telecommunications United Equipment Plant. All
competitors advertise in trade publications and at industry trade shows. All
competitors have active sales force and agent networks.

We believe we may have difficulty competing in the market place for the
following reasons:

o Entry into World Trade Organization. Because of China's admission into the
World Trade Organization China is required to relinquish its monopoly of
the telecommunication industry and reduce import tariffs on
telecommunication products from over 10% to zero. These actions may have
the effect of increasing competition in the market place and may cause us
to have difficulty competing in the market place.

o Regional Economic Development. Although the national State Planning
Commission in its tenth five year plan (2001-2005) announced its intention
to target the northern central provinces for economic development, there
can be no assurance that this will occur. The absence of this economic
stimulus in the region may cause us to have difficulty competing in the
market place.

o Government Purchase Policy. The Ministry of Post and Telecommunication has
government affiliated telephone main distribution frame production
facilities. It is conceivable the government could require ministries and
agencies to purchase products from government entities. This purchase
requirement may cause us to have difficulty competing in the market place.

o Business Registration System. Although we have been successful in
obtaining and renewing our business licenses, there can be no assurance
that the extension of business license will be granted by the government.
In China, business licenses are granted for a relatively short period of
time and renewed based on a series of operational criteria.

o Relations with the United States. Political and trade relations between
the United States and PRC within the past five years been considered
volatile and may continue to be volatile in the future. Although the
major causes of volatility, the United States' considered revocation of
China's Most Favored Nation trade status, illegal transshipments of
textiles from China to the United States, issues surrounding the
sovereignty of Taiwan and the United States' bombing of the PRC embassy

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in Yugoslavia have no direct connection to our operations, other on-going
causes of volatility including the protection of intellectual property
rights within PRC and sensitive technology transfer from the United
States to PRC have closer potential connection to our operations. There
can be no assurance that the political and trade ramifications
of these causes of volatility or the emergence of new causes of
volatility will not cause us to have difficulty operating in the market
place.

We believe we are targeting a significant market opportunity for the following
reasons:

o The national government has targeted the telecommunications industry as a
favored industry in the nation's effort to develop and modernize.

o According to the China Telecommunication Industry Annual Report published
by Ministry of Post and Telecommunications, from 1998 to 2005, the number
of telephone lines will increase as follows:

o Nationwide: from 7.18 sets per 100 persons to 9.5 sets per 100 persons

o In major cities: from 24.3 sets per 100 persons to 35 sets per 100 persons

o According to the China Telecommunication Industry Annual Report published
by the Ministry of Post and Telecommunications, by the end of 2000,
nationwide there will exist 170 million telephone lines--an increase of 70
million lines from the 1998 level.

o According to the China Telecommunication Industry Annual Report published
by the Ministry of Post and Telecommunications, to accommodate the
anticipated growth in the number of telephone lines, there will need to be
a 20% yearly increase in the number central telephone exchange systems
(uncertain translation). This will require the yearly addition of 21,
480,000 wires.

o According to the China Telecommunication Industry Annual Report published
by the Ministry of Post and Telecommunications, the volume capacity of
government ministry telephone networks is expected to grow dramatically as
seen by the following examples:

o By the end of 2000, the Ministry of Gas and Petroleum telephone network
will expand to 1,600,000 lines and require telephone distribution frame
capacity of 2.8 million wires.

o By the end of 2000, the Ministry of Electric Power and Industry
telephone network will increase 70% in capacity to reach 900,000
telephone lines. From the 1998 level, this increase will require a
yearly addition of 570,000 wires.

o According to the China Telecommunication Industry Annual Report published
by the Ministry of Post and Telecommunications, by the end of 2000, China
Unit Telecom (the nation's first non-Ministry of Post and
Telecommunications service provider) will have a 8 to 10% national market
share and require a total increase in distribution frame capacity to 3.9
million wires.

o According to data of China Information and Industry Ministry in China
there had 2.65million internet users in 1998. And until Augusta there has
over 8,000,000 internet users in China. So we believe that China is the
fastest growing market for Internet users in the world.

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We believe we have the ability to favorably complete for a variety of reasons.
These reasons are as follows:

o The patented designed tool allows the customer to install wires in 1/3
the time of the standard installation process

o The patented designed component part spring allows for between 100 and 200
draws, in and out, without a reduction in resistance, markedly higher than
competitors

o The patented designed component part spring allows for longer product life

o We enjoy a reputation within the industry for high durability products

o Our proprietary main distribution frame general alert system is the only
product of its kind on the market that can be used with any vendor's
product to electronically notify the off-site manager unit of the precise
location, row-column, of the system failure, prints the end user's service
profile and notifies the repair services

o Our JPX136 includes proprietary software known as main distribution frame
distribution management system which electronically notifies the off-site
manager unit of the precise location, row-column, of the system failure,
prints the end user's service profile and notifies repair services

o We are the only manufacturer offering a main distribution frame alert
system, main distribution frame distribution management system or similar
product

o We are one of the oldest and most experienced companies in the industry

o Our sales force is one of the most experienced and knowledgeable in the
industry

o Our designed wires are smaller in size and have a longer anti-oxidation
period than the competitors

o Our vacuum designed components allow stable contact resistance under a
wide variety of atmospheric environmental conditions

o Our HPX product line is positioned as the most affordable entry level
distribution frame in the market, allowing new users to build brand
familiarity

o We offer a full range of products allowing the customer to easily
increase volume capacity

Property

Our telecommunications facilities are located in Shun De city, Guangdong
province, and includes:

o 1 production, management and research building, four floors

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o 4 floor production facility
o 1 warehouse
o 3,000 square meter (convert to feet) production area
o 50 sets of mechanical processing equipment
o 150 sets of various mold and pressure tools
o 40 kinds of testing and inspection equipment
o 3 production lines

All land in China is owned by the national government, which grants land use
permits for specific use of the land. We have a land use permit from the
government for 50 years for the purpose of manufacturing electronic equipment
and related products. The permit was issued ***.

Employees

We currently employ 130 people. There are no collective bargaining agreements or
confidentiality agreements with any employee. The sales department plans to add
an additional 12 sales representatives as part of our effort to develop the
northern central province market.

AQUACULTURE

History

In September 1993, Guangdong Shunao Industry and Commerce Company and Wan Da
Construction Inc. of Macao formed a new company, Yi Wan Maple Leaf High
Technology Agriculture Developing Ltd. Co. We raise and sell specialty aquatic
products, such as perch, shrimp, crab and soft-shelled turtles.

In 1997, we purchased from the Jiaozuo City government three parcels of land
comprising 231 acres located near the southeastern perimeter of Jiaozuo. In
1997, and the first quarter of 1998, we spent substantial energies recruiting
technical staff and constructing farming facilities. Also in 1998, we entered
into several research and development and training agreements with Henan
Agricultural College, Zhanjiang Sea Products College and the Shenzhen Sea
Products Institute. In 1997, we also began limited cultivation of a wide variety
of seasonal land-based vegetable crops.

Principal Products

We produce four major products:

o fresh water shrimp

o fresh water crab

o soft-shell turtle

o perch.

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We believe that all our products are considered traditional gourmet items in the
Chinese culinary palette.

Ancillary Products

We derive less than 10% total revenue from production of the following
vegetables: summer squash, onions, celery, tomatoes, Dutch beans and chilies.

Operations

We consider our production technique to be among the most technologically
advanced within the nation. The main features of our production technology are:

o Water Technology. Our technologies allow shrimp to be born in salt
water and raised in fresh water. The mature shrimp grow to twice the
size of shrimp produced in salt water, 25/500g vs. 51/500g.

o Production Space. Our technologies allow for stacked production surface
areas for crab and shrimp within a single tank. This high density
production technology yields increased production volume as well as
production efficiencies.

o Oxygenation. Our technologies to oxygenate the water in which products are
raised allow for the continual maintenance of optimum water oxygen content
as well as allowing for higher density production areas.

o Water Flow. Our technologies to circulate the water in which the product
is raised, known as micro-flow water circulation, allows for the continual
maintenance of optimum water flow conditions as well as allowing for
higher density production areas.

o Water Purification. Our organic technologies purify the water in which
products are raised, which eliminates "second contamination" contaminates
often associated with chemical water purification. This technology allows
for better taste and helps us establish a healthier product.

o Ion Separation. Our technologies involves heavy metal ion separation from
the water in which the products are raised. This creates a healthier
growing environment conducive to rapid growth.

o Climate and Water Temperature Control. Our technologies to maintain
optimal water and ambient air temperatures for all products during the
production help the growing process and allow us to produce products in
optimum conditions throughout the year regardless of seasonal weather
variations.

As a result of our use of these technologies in our production of shrimp and
crab, the product is not exposed to contamination from chemicals commonly used
in less advanced technologies to clean the water. We believe that this results
in a healthier, better tasting product.

There are several factors that could disrupt our production process, the primary
of which are:

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o Disease. Although we take all precautions necessary in the areas of
disease prevention and disease testing, there can be no assurance that a
new and potentially non-treatable disease will occur. The presence of such
a disease may cause us to have difficulty competing in the market place.

o Flooding. Although the national and local governments have increased flood
control efforts within the past year, there can be no assurance that our
facility, due to its close proximity to the Yellow River, will not
experience flooding in the future. Facility damage or destruction from
flooding may cause us to have difficulty competing in the market place.

We endeavor to provide products upon customer demand. Because the inability to
rush production to meet demand, we must keep a sizable volume of product in the
work-in-process stage of production. The production cycle, birth to sale, for
our products and the 1998 production volume is as follows:

Item Production Period 1998 Production Volume
- ---- ----------------- ----------------------
shrimp 90 days total 221,750 lbs
crab 210 days total 42,565 lbs
perch 120 days (verify with original text) 121,870 lbs
soft-shell turtle 730 days 121,156 lbs

No single customer or group of customers accounts for more than 10% of
consolidated revenue.

Seasonal Variations

We experience seasonal variations in revenue from the sale of our products. The
reasons for these variations are as follows:

o Aquatic Products. Revenue from the sale of aquatic products peaks during
the period of January through April. This is the time in the lunar
calendar traditionally associated with Chinese New Year. During this
period, based on our experience, demand for gourmet products is high and,
because we have the only in-door production facility in the province
capable of producing products in the freezing temperatures of winter, the
profit margin can be increased through higher product pricing.

o Vegetable Products. Revenue from the sale of land-based vegetable products
peaks during the growing season of April through November. We do not
generate revenue from vegetable production during the non-growing season.

Possible Future Operations Plans

There are a number of possible future operations plans:

o Hatchling Technologies. We are currently involved in efforts to develop
on-site hatchling technologies for the types of fish we currently raise.
This would allow for greater production flexibility and eliminate
transportation cost associated with air delivery of hatchlings from
vendors.

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o Increased Production Area. We plan to increase our production capacity by
creating additional production pools and accompanying facilities. We
currently have 131 acres of unoccupied land available for such expansion.

o Private Transpiration. We are currently researching the feasibility of
purchasing a fleet of delivery vehicles, allowing for longer distance
deliveries.

o Hatchling Sales and Seasonal Outsourcing. Once on-site hatchling
technologies and facilities are in place, we plan to sell hatchlings to
local farmers for raising during the spring and summer seasons. We would
then buy back the grown fish at the end of the season for sale to our
established customers.

o High Density Fish Holding Ponds. We plan to use our advanced technologies
to build high-density fish holding ponds. The creation of these ponds
would allow us to purchase fish from local producers during the peak
production season of summer, hold the fish until the non-peak production
season of winter, then sell the fish to our established customers.

Distribution Methods

We use two methods or product distribution:

o Customer pick-up

o Delivery

All products are produced and held at our facility until the time of sale.
Customer orders are filled from drawing the available inventory. Approximately
70% of customers come to our facility with their own transportation to pick-up
products. The remaining 30% of our customers require delivery of the product to
their facility. For these customers, we rent delivery trucks from a local
transportation company.

Market

We are located in the southern edge of Jiaozuo City, Henan province, and
consider the city of Jiaozuo and all communities within a 10 mile radius to be
our primary market for all products. The city of Jiaozuo has a population of 3.1
million people, occupies 1,590 square miles and spans four counties: Wenxian,
Bao'ai, Wubu and Xiwu. Jiaozuo is an industrial city dominated by power
production and mining industries and is considered the business and
transportation hub of the northern-central provincial region. The city is
approximately 234 miles southeast of Beijing and 29 miles northeast of
Zhengzhou, the provincial capital. Jiaozuo is the second largest city in the
province, and Henan is the most densely populated province in the country.

According to the National Population and Census Bureau, during the period of
1998 through 2005, the population of Henan province is expect to grow yearly by
1.1%-990,000 persons. According to the National China Statistics Bureau, in
1998, the province of Henan consumed 450,000 tons of aquatic products-or 30% of
the 1,500,000 tons of aquatic products consumed in the municipality of Beijing
and provinces of Shannxi, Shanxi, Hebei and Henan in the same period. Our target
markets are:

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o Restaurants

o Stores

o The Henan Department of Seafood distribution center.

The restaurants in the target market are positioned to offer medium price meals.
Specialty aquatic menu items are seen as a step-up item compared to more common
aquatic menu items. The stores in the target market are primarily grocery
stores, both large and small, offering a wide assortment of aquatic products.
The Henan Seafood Distribution Center, formerly government-owned, acts as a
seafood wholesaler for restaurants and businesses in Henan province. There is no
other such facility in the province.

Competition

We face varying degrees of competition. This competition varies by product line,
season and geographic location. Locally, the competitors are primarily small,
sole proprietorship farms that produce fish during the summer growing season
using traditional methods of production. We also face non-local competition
throughout the year in all product lines from many competitors, primarily large,
in the southern coastal provinces who air transport their products into our
primary market area.

All competitors chiefly compete on the basis of price and target the same target
market of stores, restaurants and distribution center companies.

We believe we have the ability to favorably compete with these competitors for a
variety of reasons:

o There are currently no competitors in the northern central provinces that
possess the capability to produce products in all four seasons of the
year.

o There are currently no competitors in the northern central provinces that
posses the technology for high density, efficient production.

o Products produced within the primary market are fresher than imported
products.

o Products produced within the target market do not require costly
transportation costs.

o We believe that products produced and delivered to customers within the
primary area have a 30% higher survival rate from farm to customer than
products air transported from southern provinces to customers in the
primary area.

o Our physical location allows us to use underground, naturally heated
thermal water, thus reducing the cost and maintenance for water heating
and temperature control.

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o Our physical location allows us to use natural underground water of low pH
levels that is uniquely suited to the production of birthed salt water
shrimp in fresh water.

o Our shrimp are twice the size of shrimp raised in salt water.

o Our production technology allows shrimp and crab to grow to maturity two
weeks faster than using tradition production methods.

o Our production technology allows us to produce products throughout
the year.

o Our water purification technologies allow us to produce products free of
contaminates often associated with traditional chemical water
purification. Our technology allows for, we believe, better taste and
helps us establish a healthy product sales feature.

Sources and Availability of Raw Materials

Raw materials used in aquaculture include feed for shrimp, crab, soft-shell
turtle and perch. The vendor sources for feed are Zhengzhou Mingda Company in
Zhengzhou City, Henan province. Additional raw materials include fertilizer and
certain chemicals, which are purchased from local market with no fixed
suppliers.

We also purchase hatchling perch fish to raise. The sources of these fish is
are:

o Aquatic Product Research Institute, Shenzhen City, Guangdong province

o Gong Cheng Trading Company, Zhanjiang City, Guangdong province

o Jian Xing Fishing Company, Shun De City, Guangdong province.

There are a number of sources of alternative vendors for all our raw materials.

Licenses

All land in China is owned by PRC, then land use permits are granted for
specific use of the land. We have permits from the government for three parcels
of land comprising 231 acres, with a 40-year period of validity. We also have
the favorable term tax policy on from government; the period of validity is
limitless. The term of our business license is from August, 1998, to August,
2009.

Property

We have a land use permit from the government for 231 acres. The land is
allocated in the following way:

o 12.4 acres crab production

o 8.3 acres soft shell turtle production

o 12.4 acres fish production

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o 39.6 acres shrimp production

o 27.2 acres vegetable production

o 131.2 acres idle land

Our facilities include:

o 3 production areas
o 74 production pools
o 40 pools--shrimp
o 10 pools--crab
o 10 pools--turtle
o 8 pools--fish
o 4 pools--fish incubation
o 2 pools--turtle incubation
o 2 research and management buildings

o 1 warehouse and storage facility

o 1 company dormitory, 30 beds

We paid $3,373,000 for to the government to purchase our Land Use Permit for
40 years. The permit was issued ***.

Employees

We employ 211 employees; seasonal workers are not included in this figure. There
are no collective bargaining agreements.

HOTEL

History

In October 1996, Guangdong Shunao Industry and Commerce Company entered into a
joint venture with Wan Da Construction Inc. of Macao for the purpose of
creating, managing and operating an upscale hotel-conference-entertainment
facility in Jiaozuo city, Henan province. The Jiaozuo Yi Wan Hotel Co., Ltd.
focuses on providing up-scale lodging, food and beverage, entertainment and
conference and meeting products and services.

Here are some of the significant events in our history:

o In September 1996, we purchased from the city government of Jiaozuo the
Tengfei Hotel located in the center Jiaozuo city.

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o In September 1996, we began extensive renovation and remodeling of the
main building and construction of a 150,695 square foot lobby, commercial
and common space addition to the main building. All renovation and
construction was completed in October 1996.

o In 1997, we began recruiting personnel and developing western style
operational and management training systems.

o In 1997, we received certification from the China National Tourism Board.

o In 1998 and 1999, we've focused our efforts on the development of the
entertainment operations.

Products and Services

We have four primary product and service offerings:

o Lodging operations
o Food and beverage operations
o Entertainment operations
o Conference and meeting operations.

The hotel also has number of secondary support product and service offerings,
including:

o On-site travel agency
o Bank
o Business center
o Sundries and gift store.

Lodging Operations. We operate a total of 158 guest-sleeping rooms on 22
floors--131 standard guest rooms, 29 suites. All guest rooms are have either
double or queen size beds, two telephones (bedside and bathroom), remote
controlled television, full mini-bar, and snack station, work station, large
closets, in-room climate control, sitting area and large working desk. Bathrooms
include shower and tub, western style toilet, spacious vanity and complimentary
travel sundries. Suites include larger sitting areas, larger work areas, a
second television and turn-down service. Executive suites feature all of the
above as well as large partitioned living-room-style sitting area, two
bathrooms, including one with a Jacuzzi tub, fruit baskets and two daily fresh
flower arrangements.

Food and Beverage Operations. We operate four food and beverage facilities: two
full service restaurants, a buffet coffee shop and a lobby bar. The combined
capacity of all food and beverage service facilities is 1,500 people, which we
believe to be the largest single location of food and beverage facilities in the

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city of Jiaozuo. All food and beverage facilities are open to the public and
offer complimentary delivery to any hotel patron within the hotel facility. Our
three main food and beverage facilities include:

o Main Floor Restaurant. The main floor restaurant serves 700 people. Its
decor is considered traditional Chinese and it is comprised of a large main
dining room with performance stage, stand-alone bar, two separate banquet
rooms and 15 private suite dining rooms. All suites have deluxe stereo and
karoke equipment and a private bathroom. Each banquet room has a
performance stage and sound system. The restaurant specializes in serving a
unique blend of Cantonese and Henan style cuisine. Additionally, the
restaurant has a separate dining area serving 150 people with facilities
for private table "hot pot" dining, a style of dining that requires a table
with a center gas flame burner and overhead table exhaust fan.

o VIP Restaurant. The second floor restaurant is a VIP dining facility with
24 private suites ranging in capacity from 10 to 30 people. Each suite
contains a separate sitting area, large color television, high quality
stereo system, karoke equipment and private bathroom. The restaurant
specializes in the creation and presentation of haute couture, gourmet
cuisine that is fresh and, we believe, showcases the hotel's signature
culinary style of blended Cantonese and Henan flavors. Special attention is
given to artistic and theatrical presentation of each dish. Each course of
the meal is presented and served to each guest individually.

o Buffet Coffee Shop. The buffet coffee shop is located on the main floor
adjacent to the hotel lobby and serves 50 people. The decor is western
style, with the restaurant open 24 hours a day. It offers full breakfast,
lunch and dinner buffets of western and Asian style dishes for each meal.
After hour meals are served ala-carte.

Entertainment Operations. We operate three entertainment facilities:

o Night club

o Sauna-health center

o Bowling alley-game room

All entertainment facilities are open to the public.

o Night Club. The night club is designed in a "Las Vegas" club style format
with large floor show performance area and a moveable front stage. The
facility has computerized light show capabilities as well as, we believe, a
state-of-the-art sound system with special effects capabilities. The floor
show viewing area seats 330 people through a combination of floor seating,
private booth seating and private balcony deluxe booth seating. The night
club is located on the third floor of the main building and specializes in
floor show entertainment as well as celebrity entertainment events which
change weekly. The club also offers 19 private karoke suites suitable for
4-10 people. Each suite includes a serving area, karoke equipment and
private bathroom.

o Bowling Alley-Game Room. A ten lane, Canadian hardwood bowling alley is
located on the second floor. The bowling alley system is imported from
Canada and has automatic computerized scoring and overhead display screens
for each lane. The bowling alley sponsors corporate and public tournaments,
provides lessons and items for purchase through a pro-shop. In conjunction
with the bowling alley is large game room offering snooker, pool and
Ping-Pong tables and a wide variety of computer simulation games. A small
snack bar provides pre-package food and beverage items. The bowling alley
and game room are open 24 hours a day, seven days a week.

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o Sauna-Health Center. The sauna-health center is located on the second floor
of the main building. It offers beauty salon, acupuncture and massage
services, as well as self-guided health relaxation activities, such as
soaking tubs, whirlpools, saunas, etc. The facility includes a beauty
salon, waiting lounge, changing facilities, shower area, three large
15-person soaking pools, two large Jacuzzis, wet and dry multi-person
saunas, 20 private resting rooms, 20 semi-private massage rooms, large
quiet room, 30 private massage suites and five executive suites consisting
of private toilet and shower, sauna, Jacuzzi, massage area and resting
area. The sauna-health center has 100 massage beds and a total capacity of
150 people.

Conference and Meeting Operations. We have 12 rooms dedicated to meeting and
conference space. These rooms service small, medium and large sized conferences
and meetings and include:

o Nine small meeting rooms capable of seating up to 20 people. Seven of these
rooms have multi-functional seating configurations. Two rooms have large,
fixed position oval conference tables with side gallery space for
individual chairs. All rooms have climate control and private bathrooms.

o Two conference rooms within the hotel suitable for medium sized meetings of
up to 60 people. These rooms feature large fixed positioned conference
tables, built-in amplification equipment and ample side gallery space for
additional meeting attendees or small group break-out space. These rooms
have climate control and private bathrooms.

o One large, 8,180 square foot, meeting room capable of seating 460 people.
It is configured in an auditorium style with a sloping floor and large
front presentation stage. The room features built-in sound system, lighting
capabilities, built-in multi-lingual interpretation equipment and rear and
front screen projection capability. The room also has an attached large
reception room and a separate, smaller, private VIP reception room. We
believe this meeting room is the largest non-government room of it's kind
in the province.

Set forth below for each of the last three fiscal years is the percentage of
total revenue which accounted for 15% or more of consolidated revenue during
such fiscal years.

1997:

Food and Beverage Operations 22.17%

1998:

Food and Beverage Operations: 22.8%

The raw materials we use are many and varied and common to all hotel and
entertainment facilities. A general sampling of these items and their sources
are as follows:

Item Source

Seafood/vegetable Yiwan Agricultural Advanced Technology Development
corporation, Jiaozuo city
Cured meat Guangdong Lawei shop, Zhengzhou city

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Seafood Wuyang Seafood wholesale shop, Zhengzhou city
Seafood Haiyang da shi jie shop, Jiaozuo city
Seafood Xingli Haiyang Seafood shop, Zhengzhou city
Wine/Beer Jinfeng Jiuhang Corporation Ltd., Zhengzhou city
Cigarette/beverage Donghui wholesale shop, Jiaozuo city
Cigarette/beverage Youyi company, Jiaozuo city
Cigarette/beverage Zhenhua shop, Jiaozuo city
General cooking ingredients Yongsheng ganxian shop, Jiaozuo city
Daily use Lodging items Xinya shopping center, Jiaozuo city
Daily use Lodging items Baolong Shiye Corporation Ltd., Henan province

We maintain a 10-day supply of common consumable goods, such as alcohol
products, guest room sundries and similar products, which is considered standard
industry practice.

Seasonal Variations

We experiences minor seasonal variations in overall revenue:

o Lodging Operations. Lodging revenue peaks during the period of April
through October. This time coincides with peak vacation travel season and
the period of April through June when, in our experience, most Chinese
companies hold biannual company meetings.

o Food and Beverage Operations. Food and beverage revenues peak during the
period of January through April. This is the time in the lunar calendar
traditionally associated with Chinese New Year.

o Entertainment Operations. Entertainment revenues experience no seasonal
variations.

o Conference and Meeting Operations. Conference and meeting revenue peak
during April through June and November through December. These periods
coincide with the times, in our experience, most Chinese companies hold
their biannual meetings and product shows.

Potential Future Growth and Operations

We currently involved in a number or research and development projects scheduled
for completion within the next two years. These projects are in the development
stage and, accordingly, may never be completed. These include:

o Athletic Club. We are researching the potential of constructing within the
existing space of the main building fifth floor, a full-service, state-of
-the-art western-style athletic club. The club would include

o Handball and racquetball courts
o Indoor lap pool, locker room facilities
o Aerobics room with shock resistant flooring
o Resistance weight training equipment

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o Aerobic conditioning equipment
o Training center
o Lounge area
o Athletic pro-shop
o Cafe style juice bar.

o Penthouse Suite. We are researching design options for constructing within
the existing space of the 21st and 22nd floors of the main building a high
quality Presidential Suite. The suite would include:

o Indoor pool
o Atrium
o Meeting conference room
o Roof garden
o Living room and dining rooms suitable for reception style entertaining
o Deluxe kitchen
o Jacuzzi
o Wet and dry saunas
o Private secured access
o Private balcony
o Two guest rooms.

o Restaurant Expansion. We are researching the feasibility of opening one
restaurant in Zhengzhuo City and one restaurant in Beijing. The terms of
site specific management and ownership (acquisition, franchise,
partnership, management agreement etc.) are the subject of research and
active discussions with a number of interested parties. Both restaurants
would bear the Yiwan name and specialize in a unique blend of Guangdong
and Henan style cuisine. Both restaurants would target up-scale, urban
customers.

o Lodging Expansion. We are researching the feasibility of hotel expansion
through franchising the Yiwan name and hotel-restaurant operating systems.
At present, the Jiaozuo Industrial Institute is working with hotel
management to draft the initial franchise offering framework. The target
market for franchise operations would be formerly government owned hotel
properties in the northern central provinces.

o Lodging Association. We are researching the feasibility of joining an
international hotel association such as "Leading Luxury Hotels of the
World" or similar.

o Training Center. We are researching the feasibility of creating a hotel
and restaurant management and operation training center. The program would
utilize the proven training techniques of the Yiwan developed training
systems. The target market would be the owners of recently purchased
formerly government owned hotels. Training facilities would be located
within existing space of the employee dormitory and the hotel main
building.

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Market

We are located in the metropolitan city of Jiaozuo, Henan province, and consider
the city of Jiaozuo and all communities within a 30-mile radius to be our
primary market. The metropolitan area of Jiaozuo has a population of 3.13
million people, occupies 1,590 square miles, spans four counties, Wenxian,
Bao'ai, Wubu and Xiwu and two smaller cities, Qin Yang, Meng Zhou. Jiaozuo is an
industrial city dominated by power production and mining industries and is
considered the business and transportation hub of the northern-central
provincial region. The city is approximately 234 miles southeast of Beijing and
29 miles northeast of Zhengzhou, the provincial capital. Jiaozuo is the second
largest city in the province, and Henan is the most densely populated province
in the country.

We have two primary target markets:

o Travelers

o Local professionals.

The first target market, travelers, includes individual business travelers,
individual leisure travelers and group professional travelers. The second
market, local professionals, includes local individual business and government
professionals and groups of professionals.

According to our experience and our statistical data, individual travelers,
whether business, leisure or government, and individual local business and
government people share several common traits. In our experience, individual
travelers are comprised primarily of males between the ages of 37-55 and part of
the senior-middle management and senior management cadre of business and
government.

They are the decision makers in corporate and government settings, and they
usually have wide latitude in the discretionary expenditures of funds. Because
many in this group have traveled abroad or have frequent contact with foreigners
as part of their employment, they have developed a taste and appreciation for
western style luxuries and amenities.

Most are college educated, married to a college-educated, full-time working
spouse and have one child under the age of 18. At home, many in this demographic
segment own a luxury watch, color television, full size refrigerator, air
conditioner or modern stereo equipment. Their proportion of disposable and
discretionary income is well above the national average. In our experience, this
group can be considered affluent.

According to our experience and our statistical data, group professional
travelers and local group professionals are also relatively homogeneous, in our
experience. This segment is predominantly male, but with a wider age range than
those members in the individual category, usually 33-58 years of age. A portion
of this category can be considered junior managers and lower middle managers.
Because of their lower rank at the work place, this group does not have the
purchasing power to regularly purchase western luxury items. They are more than
likely to be college educated, but to a lesser percentage than their individual
counter parts. Their purchasing power is, cumulatively speaking, also slightly
lower than those counterparts.

We believe we are targeting a significant market opportunity for the following
reasons:

National Government Considerations:

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o According to the national State Planning Commission in its tenth five year
plan (2001-2005), it has targeted tourism as a favored industry in the
nation's effort to modernize and earn hard currency.

o According to the national government in its tenth five year plan
(2001-2005) it has targeted the northern central provinces as the next
area for national economic development.

City Government Considerations:

o The city government announced in its tenth five year plan (2001-2005) no
plans to award permits for additional hotels.

o The city government announced in its tenth five year plan (2001-2005) the
municipal economy would expand by 13%.

o The city government announced in its tenth five year plan (2001-2005) the
intention to build a modern two lane highway connecting the cities of
Jiaozuo and Zhengzhou.

o The city government is actively pursuing foreign investment in heavy
industry and mining operations.

Travel Industry Considerations:

o According to the National Tourism Bureau forecasts, by 2010, the yearly
nation-wide revenue generated from international travelers will reach $35
billion USD.

o According to the National Tourism Bureau forecasts, by 2010, the yearly
nation-wide revenue generated from domestic travelers will reach $125
billion USD (1 trillion RMB).

o According to the National Tourism Bureau, in 1998, there was a 3.6%
increase in domestic travel expenditures over 1997 expenditure levels
(This total represents 11.6% of the yearly national per capita income).

o According to the National Tourism Bureau, in 1998, 3 million persons
visited the city of Jiaozuo generating $64,000,000 USD (520,000,000 RMB)
in revenue.

o The city is home to a number of the regions' main natural scenic tourist
attractions, including China's tallest waterfall and the region's only
national park.

o The city is a major point on intra-national travel routes: it is the
termination point for the Xinzhang-Jiaozuo highway (under construction),
the originating point of the Jiaozuo- Shanxi highway (under construction),
a vicinity city to the Yellow River (within 40 miles ), a prominent marker
point on the Shenzhen-Beijing highway

Local Market Considerations:

o Ours is the only four-star-rated hotel in the primary market (there are no
five-star-rated facilities).

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o The city of Jiaozuo has only nine hotels permitted to accept foreign
travelers.

o The two hotels rated three-stars in the primary area are, we believe, in
poor physical condition.

o As the economic conditions in the primary area improve, we believe a
growing number of persons will have the disposable and discretionary
income to be able to purchase our products and services.

o We believe Jiaozuo is positioned as the business and transportation hub of
the northern central provinces.

Competition

The hotel industry is highly competitive. Within the primary market, there are
nine hotels licensed by the government to accept foreign guests. We are the only
four-star-rated hotel in the primary area. There are no five-star-rated hotels
and two three-star-rated hotels in the primary area. Hotels are rated according
to standards issued by the China national tourism bureau in the following areas:
fitness, maintenance of fitness, sanitation, service level, and guest
satisfaction; The highest rank is 5 stars. For example, Hilton and Holiday Inn
Grand are rated as five stars, which meet the international highest standard.
Three star hotels are similar to Holiday Inn Express Three star and up can
accept foreign tourists.

Our two main competitors are the three-star-rated Asia hotel and the Yueji
Jiaozuo hotel. Both hotels are government owned and operated and combined have
approximately 130 total guest rooms. Both offer the following services and
products:

o Full service restaurant (less than 200 person capacity)

o Beauty parlor, business center

o Sundries and gift store

o Night club and karoke suites (150-200 person capacity)

o Massage service

o Small and medium sized meeting and conference rooms (less than 100
person capacity).

These competitors engage in limited advertising efforts and compete primarily
for highly price sensitive, budget business, leisure and group travelers. We
believe both hotels are in need of overhaul and renovation.

We believe we have the ability to favorably compete for the following reasons:

o Higher quality guest room physical condition, due to recent renovation

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o Cleaner guest rooms

o Higher number of in-guest room amenities

o Higher quality peripheral hotel services (restaurants, entertainment,
meeting rooms)

We believe it would take substantial effort for the competition to match our
lodging product.

We are the largest hotel in our primary area both in terms of guest room
capacity and square footage. In addition, we have a number of other points that
we believe give us a competitive advantage:

o Location. Our location is on the center round-about that marks the
physical center of the city. The round-about features a visually
distinctive 30 foot statue that is considered the city's symbol. Our
building is the tallest building on the round-about perimeter. This
landmark location is a focal reference point for directions in the city.

o Training. Service and operational training are critical components in
positioning our offering as unique from competitors within the
marketplace. We have invested substantial time and resources in developing
staff training systems that enable the facility to operate with the
standard at, or above, a western-style, five-star luxury hotel.

o Service Training. We have devoted special attention to staff service
training systems that develop a professional service attitude and overall
standard of conduct. We exploit this selling point widely in an on-going
positioning advertising effort titled, "Four star building--Five star
service!" Topics of staff training include:

o Guest greetings
o Appropriate interaction
o Speech-grammar-intonation
o Eye contact
o Etiquette
o Attentiveness
o Posture
o Smiling
o Discretion
o Personal hygiene
o Dress
o Pride
o Understanding customers needs

o No other company in the primary area provides this type of training. We
believe that because of the expense and the time necessary to develop
these training programs that it would be difficult for competitors to
duplicate this system.

o Operation Training. All new operational staff are required to attend a
30-day operational training program prior to beginning regular employment
with us. Half of this time is spent in a structured learning environment
and half of the time is spent in apprentice training. At the end of each

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15-day training period, the employee must pass a proficiency test. Failure
to pass results in employment termination. Upon completion of the 30-day
training period, each new employee must receive the endorsement of his or
her new department's manager. Mandatory on-going and "refresher" training
is conducted twice a year for all employees. Promotion opportunities are
based largely upon training evaluations. By contrast, the other two
three-star hotels in the primary market require only 2-3 day staff training
prior to commencing work. We do not believe our operational training system
can be easily duplicated by competitors.

o Management Training. In 1999, we entered into a management training
agreement with the Guangzhou Hospitality Institute to send 100 managers
and junior mangers in small groups to Guangzhou for a two month intensive
training and internship training in area five-star rated hotels. While
this management training is easily to duplicate, because the of the
duration of time away from the employee's primary work duties, we do not
feel the program is likely to duplicated by our competitors.

We use the Jiaozuo Industrial Engineering College Hotel and Restaurant
Management Program to help with our training efforts. We offer an
internship-training program to select students. In exchange, we have first
employment recruiting rights for top student talent.

Food and Beverage Operations:

In our experience, no other food service establishment offers this style of
cuisine. We believe we offer a fresh and innovative fusion blend of Guangzhou
and Henan style cuisines. This style has become our culinary signature and all
menus in each of the three food and beverage facilities reflect this central
theme.

To support this strategy, We've hired 12 chefs from Guangzhou and 16 from Henan.
Two chefs are designated solely for the production of dim sum, a Guangdong
specialty.

To stimulate the generation of new menu items, we require each chef to create
one new menu item each month and to daily meet and greet a specific number of
guests. This program is known as the "Chef New Product Development Program."
Chefs are motivated to create new menu items through a bonus system and
promotion options. To our knowledge, no other competitor has a similar program.

We also place heavy emphasis on the purchase of natural raw ingredients and
operate a special purchasing program to source such raw ingredients. We own the
only industrial size fruit juicer machine in the primary area and is the only
facility to offer a wide selection of fresh fruit juices.

Buffet Coffee Shop. We believe our Buffet Coffee Shop can favorably compete for
the following reasons:

o Prestigious location

o Higher quality product offering

o Unique buffet service format

o Open 24 hours a day/ seven days a week

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First Floor Restaurant. Our principal methods of competition are price, product
quality, depth of product line and physical features. We believe the quality of
the First Floor Restaurant is both of higher quality and a more unique offering
than the competition. The number of menu choices, more than 300, and the
700-person seating capacity are the largest among competitors. The restaurant's
variety of amenities, including staging area, private dining rooms and multiple
banquet facilities, are, we believe, superior in the market. We believe our
First Floor Restaurant has the ability to favorably compete because of the
following reasons:

o Higher product quality

o Greater number of product offerings

o Higher quality physical facility

o Prestigious location

o Greater number of facility offerings, including private dining rooms,
stage, banquet rooms etc.)

o Larger physical size and largest capacity in our target area

o Points per dollar program, which allows guests to earn points for dollars
spent in the facility and which can be redeemed at our store for luxury
items such as home appliances, liquor, home furnishing, electronic
equipment, etc.

o Special event promotions: taste of `region/country' cuisine, theme culinary
promotions

o More frequent new menu items

VIP Restaurant. We believe we have no competitors in this category in our target
market, and our position in the market as a premier fine-dining establishment
is, we believe, firmly established.

Entertainment Operations:

Night Club. We face competition from the other two three-star hotel night clubs,
Asia hotel and Yueji Jiaozuo hotel. Both competitors are physically smaller and
configured in a "social club" format featuring a center dance area. Both offer
occasional live local entertainment. Neither of the competitors engage in wide
promotion effort.

We believe we have the ability to favorably compete for the following reasons:

o Higher quality lighting and special effects capabilities

o Higher quality sound system

o Distinctive atmosphere created through internal architectural detail and
decoration

o Larger physical size

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o Greater seating variations, including floor table, booth and the deluxe
balcony booth

o Unique floor show offering

o Greater variety entertainment (weekly changing floor show programs)

o Unique "big name" celebrity entertainment events (no other entity in
the province offers these events)

o Higher quality karoke suites

Bowling Alley-Game Room. We have the only bowling alley in the primary area. The
number of competitors providing snooker, pool, Ping Pong and computer simulation
games in a combined environment is uncertain, but we believe it to be few. We
believe we have a competitive advantage because we offer:

o Unique bowling product

o Higher quality game room products

o Higher quality physical facility

o A number of product-related programs, including:

o City bowling league tournament, called the Yiwan Cup
o Corporate bowling leagues
o Bowling lessons
o Weekly contests for bowling, pool and snooker
o Membership program that offers game room discounts, hotel restaurants
discounts, promotional give-aways, priority ticket purchase options for
selected entertainment events, and other bonuses

Due to the substantial investment purchase and installation cost of the bowling
alley, we do not believe this product is easily duplicated.

Sauna-Health Club. We face competition from the two three-star hotels, Asia and
Yueji Jiaozuo, and free standing establishments for massage and acupuncture
services. We believe, however, that no other establishment offers our overall
combination of services.

We believe we can favorably compete because we offer:

o Higher quality product service

o Higher quality physical facility

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o Greater number of facility features (soaking pools, resting rooms,
whirlpools, wet and dry saunas, changing facilities)

o Prestigious location

o A more luxurious ambiance

Meeting and Conference Operations: We have competition from the Asia and Yueji
Jiaozuo hotels, which advertise meeting room facilities. We believe we can
favorably compete for the following reasons:

o Greater number of rooms

o Higher quality room facilities

o Higher technical in-room capabilities

o Larger room capacity

o Competitive pricing, when guest rooms are purchased with meeting room
space

We use an aggressive guest room pricing strategy to attract group meeting and
conference customers. We believe we can accept a lower per guest room margin and
still maintain profitability through sales of other operations products and
services purchased by group members.

How We Reach Customers

We use a variety of methods to reach our customers, including advertising and
promotional events.

Advertising. We do extensive product promotional advertising in several venues:

o Local television advertising

o Airport and train station billboards

o City promotional materials

o Local print media

o On-site point-of-purchase

Promotional Events. These promotional events are chiefly coordinated through our
sales department in conjunction with our entertainment and food and beverage
operation portions. Primary on-going promotional events include city league
bowling tournaments, corporate bowling tournaments, "big name" celebrity
entertainment event ticket give-aways, regional or national cuisine tasting and
other culinary events.

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Charitable Giving and Sponsorship. We also promote our hotel by corporate
sponsorship of charity events and donations to local philanthropic efforts.

We believe we may have difficulty competing in the marketplace for the following
reasons:

o Favored Industry Status. Although the National State Planning Commission
in its tenth five year plan (2001-2005) announced the tourism industry as
a favored industry for national growth and development, there can be no
assurance that this status will not be revoked. Revocation of this status
may cause us to have difficulty competing in the market place.

o Regional Economic Development. Although the National State Planning
Commission in its tenth five year plan (2001-2005) announced its intention
to target the northern central provinces for economic development, there
can be no assurance that this will occur. Absence of this economic
stimulus in the region may cause us to have difficulty competing.

o Infrastructure Development. Although the provincial and local governments
in their tenth five year plans (2001-2005) announced plans for extensive
intra-province and inter-province infrastructure development, there can be
no assurance these efforts will occur. Absence of this infrastructure
development may cause us difficulty.

o Government Purchase Policy. Both hotels considered to be competition in
the primary market, Yueji Jiaozuo hotel and Asia hotel are government
owned and operated. It is conceivable the government could require
ministries and agencies to conduct all travel, conference and
entertainment related business with government owned entities. This
requirement may cause us to have difficulty competing.

o Tax Status. If we were to lose our city tax exempt status, competing
in the market
-----------
place may become more difficult.

o Profitability. Both of the hotels considered to be competition in the
primary market, Yueji Jiaozuo hotel and Asia hotel are government owned
and operated. By virtue of their government ownership status, these hotels
are not subject to the same profit and loss operating requirements as us,
a privately owned entity. This may cause us to have difficulty competing.

o Competitor Upgrade. Although at present, the competitors', Asia hotel and
Yueji Jiaozuo hotel, facilities are, we believe, in substantially lower
physical condition than our hotel, there can be no assurance that the
government, who owns our two competitors, will not invest in substantial
physical facility renovation. Physical facility renovation of the
competitor's facilities may cause us to have difficulty competing.

Government Regulations

We are subject to certain city government environmental regulations concerning
the disposal of waste water and noise emission levels. For the waste water have
reached 2nd class. For the noise have reached 1st class. These regulations are
applicable to all hotel facilities within the primary area.

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The regulations are:

A. For the hotel water as the form:
1st class 2nd class 3rd class
COD: 100 200 1,000

B. For the noise(national standard No. GB 12348-90) is:
1st class 2nd class 3rd class 4th class
Day Night Day Night Day Night Day Night
Laop: dB 55 45 60 50 65 55 70 65

Trademarks and Licenses

We have registered the Jiaozuo Yi Wan Hotel Co., Ltd. name and the Yi Wan hotel
operations logo with the Ministry of Administration and Trademarks. The term of
the business license is from January 1997 to January 2012. The trademark is
registered in perpetuity provided yearly fees are paid.

We also have a three-year special income tax status from the Jiaozuo city
government, which was granted in ***. *** confirm: Under this tax status, we pay
no tax to the city. When this status expires, we will pay city tax at the rate
of ***. We have no special income tax consideration from the national
government.

Employees

We presently employ 595 people. There are no collective bargaining agreements or
confidentiality agreements with any employee.

Facilities

We have a land use permit for 2.42 acres. All our facilities are located in
Jiaozuo city, Henan province. They include:

o 1 main building 22 stories/72 meters high/33,800 square meters
(convert to feet)
o 131 standard guest rooms
o 25 guest suites
o 2 executive guest suites
o 1 (one) 500 bed employee dormitory
o 2 full service restaurants (700 person capacity)
o 1 buffet coffee shop (50 person capacity)
o 1 lobby bar (25 person capacity)
o 1 night club (334 audience capacity)
o 1 bowling alley (10 lanes) and game room
o 1 sauna-health club (150 person capacity)
o 9 small and medium size conference and meeting rooms (10 60 person
capacity)
o 1 large conference room (460 person capacity)
o 2 tennis courts

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o 1 business center
o 1 travel agency
o 1 sundries and gift store
o 1 beauty salon (four station)
o full facility smoke detectors and water sprinklers

We have a Land Use Permit from the government for a period of 40 years to
operate hotel, entertainment, and food and beverage and conference facilities.
*** issued when/ provide information on the issue date of the two other permits,
too We have paid to the government a one time fee $4,820,000 for this land use
permit.

PRC LEGAL SYSTEM

The PRC is still in the process of developing a comprehensive system of
laws. A significant number of laws and regulations dealing, in particular, with
economic matters and foreign investment, protection of intellectual property,
taxation, technology transfer and trade have been promulgated since 1978 when
the PRC first embarked on its economic reform policy. The Constitution was
amended in December 1982 to authorize foreign investment and to guarantee the
"lawful rights and interests" of foreign investors in the PRC.

National laws in the PRC are promulgated by the National People's
Congress. However, when the NPC is not in session, its Standing Committee
promulgates laws and the NPC acts as a rubber stamp. The State Council, certain
of the entities affiliated with the State Council and people's congresses at the
provincial and municipal levels are also vested with the power to promulgate
administrative measures, rules and regulations having the force of law.

The legal system in the PRC is based on written statutes, and decided
cases do not constitute binding precedents, although such cases are sometimes
referred to for guidance. The main legislation governing the judicial system is
The Law of the People's Republic of China concerning the Organization of the
Judicial System, which came into effect on July 1, 1979 and was amended on
September 2, 1983. The main legislation governing civil procedure is The Law of
the People's Republic of China on Civil Procedure which came into effect on
April 5, 1991.

All foreign individuals, enterprises and other entities are given the same
rights and obligations as PRC individuals, enterprises and other entities in
instituting or defending proceedings in courts. If, however, the rights and
obligations of PRC individuals, enterprises or other entities to institute or
defend legal proceedings are subject to any restriction in any foreign
jurisdiction, then reciprocal restrictions may be imposed by PRC courts on the
rights and obligations of the individuals, enterprises and other entities of
such jurisdictions to institute or defend legal proceedings in the PRC. Foreign
individuals, enterprises and other entities who wish to retain legal counsel in
instituting or defending any proceedings in a PRC court must retain lawyers
qualified in the PRC.

All civil cases are decided by the court on the basis of a majority
vote and are subject to a two-tier procedure, with cases being heard by a court
of first instance and then subject to appeal to an appellate court. Courts in
the PRC are divided into four levels: the Supreme People's Court, the High
People's Court, the Intermediate People's Court and the Elementary People's
Court. At each level, there is a criminal division, a civil division, an
economic division and an administrative division. Cases involving foreigners are
usually first brought at the intermediate level. The PRC also has specialty
courts which handle maritime military, maritime, railroad, forestry and traffic
matters. The Supreme People's Court is the highest judicial establishment in the

78
<PAGE>

PRC. It is responsible for supervising all other courts. It has appellate
jurisdiction over High People's Courts and specialty courts, and original
jurisdiction in limited circumstances. It also adjudicates certain special
criminal prosecutions. In case of uncertainty in relation to the interpretation
of any law, rule or regulation, the Supreme People's Court may be asked to
provide an opinion on the interpretation of such law, rule or regulation.

Most judges in the PRC are members of the Chinese Communist Party, and
the party expects judges to carry out its policies. In an attempt to promote
judicial independence, a long-standing "examination and approval" system of
review by the CCP, which was used in cases involving the death penalty,
foreigners and certain important decisions, was officially abolished in 1979.
However, review of decisions by the party is still common.

If a legally binding judgment or ruling is given by a PRC court, but
the party against whom such judgment or ruling is to be enforced is not present
or does not have any assets in the PRC, the person seeking enforcement may apply
to the appropriate foreign court for recognition and enforcement of such
judgment or ruling. Alternatively, where there is an applicable judicial
assistance treaty or other arrangement for reciprocal enforcement of judgments
between the PRC and the country in which the PRC judgment or ruling is sought to
be enforced, the PRC court may be asked to seek the enforcement of such judgment
or ruling directly through the courts in such foreign country.

Similarly, if a party requests a PRC court to recognize or enforce a
judgment or ruling given by a foreign court, such judgment or ruling will be
recognized and enforced only where there is an applicable judicial assistance
treaty or other arrangement for reciprocal enforcement of judgments between the
PRC and the country of the court by which such judgment or ruling is given.
Where there is an applicable judicial assistance treaty, a foreign court may
directly request a PRC court to recognize and enforce such a judgment. The
enforcement of such judgment or ruling, however, must not violate the public
security, state sovereignty or basic principles of the law of the PRC or
contradict the public interest of the PRC. If it is necessary to enforce such
judgment or ruling, the PRC court will issue an enforcement order and will
proceed with enforcement in accordance with PRC law.

To date, the PRC has concluded judicial assistance treaties with only a
few countries, including Belgium, France, Poland, Mongolia, Ukraine, Romania,
Spain, Italy, Russia, Cuba, Thailand, Egypt, Kazakhstan, Belarus, Turkey, Greece
and Bulgaria.

Foreign arbitral awards may be enforced in the PRC in accordance with
the Civil Procedure Law, which provides that an application for enforcement
shall be submitted to the Intermediate Peoples Court of the place where the
party against whom enforcement is sought is domiciled or where such party's
property is located. Application for enforcement shall be handled pursuant to
international treaties to which the PRC is a party, most importantly the
Convention on the Recognition and Enforcement of Foreign Arbitral Awards, to
which the PRC acceded in 1987. As of September 20, 1993, 129 states and
territories were members of the New York Convention, including the U.S. and Hong
Kong, to which Great Britain extended application of the Convention pursuant to
its own accession.

There is no express requirement in the Civil procedure Law, as in the
case of foreign court judgments and rulings, that foreign arbitral awards which
are brought for enforcement in the PRC must not violate the public security,
state sovereignty or basic principles of the law of the PRC or contradict the
public interest of the PRC. However, the New York Convention does permit a PRC
court to refuse recognition and enforcement of a foreign arbitral course on the
grounds that doing so would be contrary to the public policy of the PRC.
Nonetheless, the Civil Procedure Law and the New York Convention allow PRC
courts significantly less basis for rejecting an application or enforcement of a
foreign arbitral award than exists in the case of foreign court judgments or

79
<PAGE>

rulings. A consistent record of enforcement of foreign arbitral awards, however,
has yet to develop.

The China International Economic and Trade Arbitration Commission,
established in Beijing under the auspices of the China Council for the Promotion
of International Trade, is one of two domestic arbitration organizations in the
PRC charged with arbitrating foreign-related disputes. Under the new CIETAC
arbitration rules, which came into effect on June 1, 1994, CIETAC has
jurisdiction over any dispute arising from "international or external economic
and trade transactions" with respect to which an arbitration agreement selecting
CIETAC arbitration has been reached. The other arbitration organization
exclusively arbitrates foreign-related maritime disputes.

The CIETAC rules provide that an award rendered by a CIETAC tribunal
shall be final and binding on the parties. The Civil Procedure Law also provides
that a PRC court may only refuse to enforce a CIETAC final award in the event of
procedural errors relating to the jurisdiction of CIETAC over a given dispute or
the failure by an arbitration tribunal to abide by CIETAC rules, and may also
deny execution of the award in the event that it determines that doing so would
be against the "public interest".

Although most arbitrations are conducted in Beijing, parties to a
dispute may agree that the dispute be heard under the auspices of either of the
two CIETAC sub-commissions established in Shenzhen and Shanghai. The parties may
agree to appoint a single arbitrator to arbitrate a dispute, but normally three
arbitrators form the arbitration panel. Each party selects one arbitrator and
the chairman of CIETAC selects the third, who acts as chairman of the tribunal.
Arbitrators must be selected from a panel of arbitrators maintained by CIETAC.
The panel of arbitrators currently comprises 296 arbitrators, of which
approximately one-third are either Hong Kong or foreign individuals. The CIETAC
arbitration rules also describe grounds for challenging arbitrators.

In deciding the substantive aspects of a dispute, the CIETAC
arbitration tribunal must look to the governing law of the contract. PRC foreign
economic contract law permits the parties to choose foreign or PRC law as the
governing law in most cases. In the event that the parties have not chosen a
governing law, PRC choice of law rules provide for the selection of the law
which has the closest connection to the subject matter of the dispute.

Also, on September 1, 1995, the Arbitration Law of the People's
Republic of China became effective, allowing arbitration commissions to be
established in major cities of the PRC and authorizing such commissions to
arbitrate foreign-related disputes if the subject arbitration agreement submits
such disputes to such commissions.

The activities of the three Sino-Foreign Joint Ventures in China are by
law subject, in some cases, to administrative review and approval by various
national, provincial, and local agencies of the Chinese government. While China
has promulgated an Administrative Procedure Law permitting redress to the courts
with respect to certain administrative actions, this law appears to be largely
untested in this context. Although the Company believes that the support of
local, provincial, and national governmental entities benefits our operations in
connection with administrative reviews and receiving approvals, there can be no
assurance that such approvals, when necessary or advisable, will be forthcoming.

TAXES AND DIVIDENDS

Because the three Sino-Foreign Joint Ventures in which we will have an
80% interest after the merger are controlled foreign corporations for U.S.
federal income tax purposes, we may be required to include in gross income (x)

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<PAGE>

those companies' "Subpart F" income, which includes certain passive income and
income from certain transactions with related persons, whether or not such
income is distributed to us, and (y) increases in those companies' earnings
invested in certain U.S. property. Based on the current and expected income,
assets and operations of the three Sino-Foreign Joint Ventures, we believe that
we will not have significant U.S. federal income tax consequences under the
controlled foreign corporation rules.

The sole funds available to us for the payment of dividends on our
common stock will be the result of distributions, if any, declared and paid on
our interest in the three Sino-Foreign Joint Ventures. It is the present policy
of us and the three Sino-Foreign Joint Ventures to retain earnings for future
growth and not to declare distributions, even funds are legally available
therefor after the payment of any tax or other liabilities. ****confirm Neither
we nor the three Sino-Foreign Joint Ventures has declared a dividend or
distribution. Pursuant to the relevant PRC laws and regulations governing the
three Sino-Foreign Joint Ventures, the earnings of the three Sino-Foreign Joint
Ventures are determined in accordance with the relevant PRC accounting rules and
regulations and are available for distribution to their shareholders after they
(a) satisfy all tax liabilities and (b) provide for losses in previous years.

ENVIRONMENTAL COMPLIANCE

The three Sino-Foreign Joint Ventures are subject to the PRC's national
Environmental Protection Law, which was promulgated on December 26, 1989, as
well as a number of other national and local laws and regulations regulating
air, water and noise pollution and setting pollutant discharge standards.
Violation of such laws and regulations could result in warnings, fines, orders
to cease operations and even criminal penalties, depending on the circumstances
of such violation. We believes that all manufacturing and other operations of
the three Sino-Foreign Joint Ventures are in compliance with all applicable laws
relating to air, water and noise pollution.

YI WAN GROUP MANAGEMENT

The names and ages of the Yi Wan Group executive officers and directors as of
October 31, 1999, and their background are as follows:

- ----------------------------------------------------------------------
Name Age Position
- ----------------------------------------------------------------------
Cheng WanMing 38 Chairman of board and president of Yiwan
Hotel
Chairman of board and president of Yiwan
Farm
President and Director of Yiwan
Telecommunication.
- ----------------------------------------------------------------------
You Yingliu 57 Vice-president of Yiwan Farm
Director of all Yi Wan Companies
- ----------------------------------------------------------------------
Zhang Haoyu 29 Director of all Yi Wan Companies
Vice-president of Yiwan Hotel
- ----------------------------------------------------------------------
Yang Huijuan 29 Director of all Yi Wan Companies
- ----------------------------------------------------------------------
Luo Guanying 55 Director of all Yi Wan Companies
- ----------------------------------------------------------------------
Liang Xiaogen 58 Director of all Yi Wan Companies
- ----------------------------------------------------------------------
Wu Zeming 47 Chairman of board and vice-president of
Yiwan Telecommunication
Director of all other Yi Wan Companies
- ---------------------------------------------------------------------

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<PAGE>

Cheng Manli 36 Manager of Yi Wan Telecommunication
Director of all Yi Wan Companies
- ----------------------------------------------------------------------
Qin Minhong 37 Manager of Yi Wan Telecommunication
Director of all Yi Wan Companies
- ----------------------------------------------------------------------
Cheng Wanqing 30 Director of all Yi Wan Companies
- ----------------------------------------------------------------------

Mr. Cheng Wanming, Chairman of board and Chief Executive Officer, joined us in
September 1993, Before September 1993, Mr. Cheng Wanming was President at Shunao
Industry & Commerce company, in Guangdong province. From September 1993 to
August 1999, Mr. Cheng Wanming held various positions at Shunde Yiwan
Communication Equipment Plant Company Ltd., including Board of director's member
and President. From Dec.1996 to August 1999, Mr. Cheng Wanming was Chairman of
Board of Directors and President of Yiwan Group Hotel. From January 1997 to
August 1999, Mr. Cheng Wanming was Chairman of Board and President of Yiwan
Agriculture Advanced Technology Development Corporation. Mr. Cheng Wanming
received a bachelor degree from Feshan junior college in Guangdong province.

Mr. You Yingliu, joined us in September 1993, From September 1993 to August
1999, Mr. You Yingliu was a Board of Director's member of Shunde Yiwan
Communication Equipment Plant Company Ltd.. From Dec. 1996 to August 1999, Mr.
You Yingliu was a Board of Director's member of Yiwan Group Hotel. From January
1997 to August 1999, Mr. You Yingliu was a Board of Director's member and
Vice-President of Yiwan Agriculture Advanced Technology Development Corporation.

Mr. Zhang Haoyu joined us in September 1993. From September 1991 to Oct.1995,Mr.
Zhang Haoyu was a department manager of the Material Bureau of Qinyang
city?Henan Province. From September 1993 to August 1999?Mr. Zhang Haoyu was a
Board of Director's member of Shunde Yiwan Communication Equipment Plant Company
Ltd.. From Dec. 1996 to August 1999?Mr. Zhang Haoyu was a Board of Director's
member and Vice-President of Yiwan Group Hotel. From January 1997 to August
1999. Mr. Zhang Haoyu was a Board of Director's member of Yiwan Agriculture
Advanced Technology Development Corporation. Mr. Zhang Haoyu received a bachelor
from the Metallurgical junior college of Changsha City, Hunan province.

Ms. Yang Huijuan, joined us in September 1993. From September 1993 to August
1999, Ms. Yang Huijuan was a Board of Director's member of Shunde Yiwan
Communication Equipment Plant Company Ltd.. From June 1990 to present, Ms. Yang
Huijuan works in China Agriculture Bank, Jiaozuo Branch, in Henan province. From
Dec. 1996 to August 1999, Ms. Yang Huijuan was a Board of Director's member of
Yiwan Group Hotel. From January 1997 to August 1999, Ms. Yang Huijuan was a
Board of Director's member of Yiwan Agriculture Advanced Technology Development
Corporation. Ms. Yang Huijuan received a bachelor from Jiaozuo University in
Henan province.

Ms. Luo Guanying, joined us in September 1993.From April 1993 to right now, Ms.
Luo Guanying was a Vice-president of Shunao industry & commerce company, in

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Guangdong province. Form September 1993 to August 1999, Ms. Luo Guanying was a
board of director's member of Shunde Yiwan Communication Equipment Plant Company
Ltd.. From Dec. 1996 to August 1999, Ms. Luo Guanying was a board of director's
member of Yiwan Group Hotel. From January 1997 to August 1999, Ms. Luo Guanying
was a board of director's member of Yiwan Agriculture Advanced Technology
Development Corporation.

Mr. Liang Xiaogen, joined us in September 1993. From March 1991 to right now,
Mr. Liang Xiaogen was a President of Shunde Zhiyuan Developing company, in
Guangdong province. From September 1993 to August 1999, Mr. Liang Xiaogen was a
Board of Director's member of Shunde Yiwan Communication Equipment Plant Company
Ltd.. From Dec. 1996 to August 1999, Mr. Liang Xiaogen was a Board of Director's
member of Yiwan Group Hotel. From January 1997 to August 1999, Mr. Liang Xiaogen
was a Board of Director's member of Yiwan Agriculture Advanced Technology
Development Corporation.

Mr. Wu Zeming, joined us in September 1993. From June 1991 to present, Mr. Wu
Zeming was Chairman of Board of Wan Da Construction Inc. of Macao. From
September 1993 to August 1999, Mr. Wu Zeming was Chairman of Board and Vice
President of Shunde Yiwan Communication Equipment Plant Company Ltd.. From Dec.
1996 to August 1999, Mr. Wu Zeming was a Board of Director's member of Yiwan
Group Hotel. From January 1997 to August 1999, Mr. Wu Zeming was a Board of
Director's member of Yiwan Agriculture Advanced Technology Development
Corporation.

Ms. Cheng Manli, joined us in September 1993. From June 1991 to present, Ms.
Cheng Manli is a Board of Director's member of Wan Da Construction Inc. of
Macao. From September 1993 to August 1999, Ms. Cheng Manli was a Board of
Director's member and manager of Shunde Yiwan Communication Equipment Plant
Company Ltd.. From Dec. 1996 to August 1999, Ms. Cheng Manli was a Board of
Director's member of Yiwan Group Hotel. From January 1997 to August 1999, Ms.
Cheng Manli was a Board of Director's member of Yiwan Agriculture Advanced
Technology Development Corporation.

Ms. Qin Minhong, joined us in September 1993. From September 1993 to August
1999, Ms. Qin Minhong was a Board of Director's member and manager of Shunde
Yiwan Communication Equipment Plant Company Ltd.. From Dec. 1996 to August 1999,
Ms. Qin Minhong was a Board of Director's member of Yiwan Group Hotel. From
January 1997 to August 1999, Ms. Qin Minhong was a Board of Director's member of
Yiwan Agriculture Advanced Technology Development Corporation.

Mr. Cheng Wanqing, joined us in September 1993. From April 1993 to present, Mr.
Cheng Wanqing was a Vice-President of Shunao Industry & Commerce Company. From
September 1993 to August 1999, Mr. Cheng Wanqing was a Board of Director's
member of Shunde Yiwan Communication Equipment Plant Company Ltd.. From Dec.1996
to August 1999, Mr. Cheng Wanqing was a Board of Director's member of Yiwan
Group Hotel. From January 1997 to August 1999, Mr. Cheng Wanqing was a Board of
Director's member of Yiwan Agriculture Advanced Technology Development
Corporation. Mr. Cheng Wanqing received a bachelor degree from the Television
Broadcasting College, in Guangdong province.

Board Composition

Directors are elected annually at our annual meeting of stockholders, and serve
for the one year term for which they are elected and until their successors are
duly elected and qualified. Our Bylaws currently provide for a Board of
Directors comprised of 11 number directors.

Employment Agreements and Compensation.

We have entered into an employment agreement with Mr. Cheng Wanming. The term of
the agreement is from September 1993 to September 2003. Under the terms of the
agreement, Mr. Cheng Wanming is required to devote his full time to our

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<PAGE>

business. We paid him a salary of *** for the last fiscal year and have agreed
to pay him a salary of $8,675 for the current fiscal year. No other executive
officers received aggregate compensation during our last fiscal year which
exceeded, or would exceed on an annualized basis, $100,000.

We have entered into an employment agreement with Mr. You Yingliu. The term of
the agreement is from September 1993 to September 2003. Under the terms of the
agreement, Mr. Cheng Wanming is required to devote his full time to our
business. We have agreed to pay him a base salary of $2,747 for the current
fiscal year.

We have entered into an employment agreement with Mr. Zhang Haoyu. The term of
the agreement is from September 1993 to September 2003. Under the terms of the
agreement, Mr. Cheng Wanming is required to devote his full time to our
business. We have agreed to pay him a base salary of $4,337 for the current
fiscal year.

We have entered into an employment agreement with Ms. Tian Xiaoqi. The term of
the agreement is from September 1993 to September 2003. Under the terms of the
agreement, Mr. Cheng Wanming is required to devote his full time to our
business. We have agreed to pay him a base salary of $4,337 for the current
fiscal year.

We have entered into an employment agreement with Mr. Wu Zeming. The term of the
agreement is from September 1993 to September 2003. Under the terms of the
agreement, Mr. Cheng Wanming is required to devote his full time to our
business. We have agreed to pay him a base salary of $5,783 for the current
fiscal year.

We have entered into an employment agreement with Ms. Cheng Manli. The term of
the agreement is from September 1993 to September 2003. Under the terms of the
agreement, Mr. Cheng Wanming is required to devote his full time to our
business. We have agreed to pay him a base salary of $5,783 for the current
fiscal year.

We have entered into an employment agreement with Mr. Qin Minhong. The term of
the agreement is from September 1993 to September 2003. Under the terms of the
agreement, Mr. Cheng Wanming is required to devote his full time to our
business. We have agreed to pay him a base salary of $1,229 for the current
fiscal year.

Board Compensation

Our directors do not receive cash compensation for their services as directors,
although some directors are reimbursed for reasonable expenses incurred in
attending board or committee meetings. ***please verify

We have no compensation committee or other board committee performing equivalent
functions. ***provide names of officer and director participation in
compensation decisions in the following format:

Mr. Smith, our current chief executive officer, and Mr. Jones, who retired as
Vice President and Director last year, participated in deliberations of our
board of directors concerning executive officer compensation.

RELATED PARTY TRANSACTIONS WITH DIRECTORS, OFFICERS AND 5% STOCKHOLDERS

***insert from footnotes in financial statements

YI WAN GROUP PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of our Common Stock as of September 30, 1999 by:

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<PAGE>

o Each shareholder known by us to own beneficially more than 5% of the common
stock o Each executive officer o Each director and all directors and executive
officers as a group:

- ----------------------------------------------------------------------------
Name Number of Percentage before Percentage after
Shares merger merger
- ----------------------------------------------------------------------------
Cheng WanMing 6,655,505 41.7 40.1
- ----------------------------------------------------------------------------
You Yingliu 1,117,231 7 6.7
- ----------------------------------------------------------------------------
Zhang Haoyu 798,022 5 4.8
- ----------------------------------------------------------------------------
Yang Huijuan 798,022 5 4.8
- ----------------------------------------------------------------------------
Wu Zeming 1,149,152 7.2 6.8
- ----------------------------------------------------------------------------
Qin Minhong 2,202,541 13.8 13.1
- ----------------------------------------------------------------------------
Luo Guanying 798,022 5 4.8
- ----------------------------------------------------------------------------
Cheng Wanqing 798,022 5 4.8
- ----------------------------------------------------------------------------
Cheng Deqiang 798,022 5 4.8
- ----------------------------------------------------------------------------
All directors
and named
executive officers
as a group (9
persons)
- ----------------------------------------------------------------------------

(1) This table is based upon information derived from our stock records. Unless
otherwise indicated in the footnotes to this table and subject to community
property laws where applicable, we believe that each of the shareholders named
in this table has sole or shared voting and investment power with respect to the
shares indicated as beneficially owned. Applicable percentages are based upon
16,250,000 shares of Common Stock outstanding as of December 31,1999.

There are two married couples in the above list of principal share holders. Mr.
Cheng Wanming is the husband of Ms. Qin Minhong , Mr. Zhang Haoyu is the husband
of Ms. Yang Huijuan.

Furthermore, Mr. Cheng Wanming is the brother of Mr. Cheng Wanqing.
Additionally, the wife of Mr. Wu Zeming, Ms. Manli, not a principal shareholder,
is the sister of Mr. Cheng Wanming and Mr. Cheng Wanqing.

Mr.Cheng Deqiang is the father of Mr. Cheng Wanming and Mr. Cheng Wanqing .

BRILLIANT SUN INDUSTRY CO.'S BUSINESS

History and Organization

We were organized under the laws of the state of Florida in March, 1999. Since
inception, our primary activity has been directed to organizational efforts. We
were formed as a vehicle to acquire a private company desiring to become an SEC
reporting company in order thereafter to secure a listing on the over the
counter bulletin board.

Operations

We were organized for the purposes of creating a corporate vehicle to seek,
investigate and, if such investigation warrants, engage in business combinations
presented to us by persons or firms who or which desire to become an SEC

85
<PAGE>

reporting company. We will not restrict our search to any specific business,
industry or geographical location.

We do not currently engage in any business activities that provide any cash
flow. The costs of identifying, investigating, and analyzing business
combinations will be paid with money in our treasury or loaned by management.
This is based on an oral agreement between management and us.

Employees

We presently have no employees. Our officer and director is engaged in business
activities outside of us, and the amount of time he will devote to our business
will only be between five, 5, and twenty, 20, hours per person per week. It is
anticipated that management will devote the time necessary each month to our
affairs of until a successful business opportunity has been acquired.

Selected Financial Data

The following information concerning our financial position and operations is as
of and for the five month period ended December 31, 1999.

Total assets $ 0
Total liabilities 0
Equity 0
Sales 0
Net loss 79
Net loss per share 0.00

Management Discussion And Analysis Or Plan Of Operation

We are a development stage entity, and have neither engaged in any operations
nor generated any revenues to date. We have no assets. Our expenses to date, all
funded by a loan from management, are $79. In connection with the merger
negotiations, Mr. Williams agreed to reduce his salary to $15,000, to be funded
by a capital contribution from Mr. Yu. In addition, Williams Law Group, P.A., of
which Mr. Williams is a principal, will receive a legal fee of $30,000 for
representation for this registration statement also funded by the same capital
contribution.

Substantially all of our expenses that must be funded by management will be
from our efforts to identify a suitable acquisition candidate and close the
acquisition. Management has orally agreed to fund our cash requirements until
an acquisition is closed. So long as management does so, we will have
sufficient funds to satisfy our cash requirements. This is primarily because we
anticipate incurring no significant expenditures. Before the conclusion of an
acquisition, we anticipate our expenses to be limited to accounting fees, legal
fees, telephone, mailing, filing fees, occupational license fees, and transfer
agent fees.

We do not intend to seek additional financing. At this time we believe that the
funds to be provided by management will be sufficient for funding our operations
until we find an acquisition and therefore do not expect to issue any additional
securities before the closing of a business combination.

86
<PAGE>

Properties.

We are presently using the office of Michael T. Williams, 2503 W. Gardner Ct.,
Tampa FL, at no cost as our office. Such arrangement is expected to continue
only until a business combination is closed, although there is currently no such
agreement between us and Mr. Williams. We at present own no equipment, and do
not intend to own any.

Security Ownership of Certain Beneficial Owners and Management.
- --------------------------------------------------------------

The following table sets forth some information regarding the beneficial
ownership of our Common Stock as of March 31, 2000 by

o Each shareholder known by us to own beneficially more than 5% of the common
stock o Each executive officer o Each director and all directors and executive
officers as a group:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>

- ------------------------------------------------------------------------------------------
Name Number of Percentage Number of Shares Percentage
Shares before Post-Merger (1)(2) after merger
Pre-Merger(1) merger
- ------------------------------------------------------------------------------------------
Michael T. Williams (1) 1,000,000 50% 325,000 2%
2503 W. Gardner Ct.
Tampa FL 33611
- ------------------------------------------------------------------------------------------
Mr. Yale Yu 1,000.000 50% 325,000 2%
501 W. Cameron Ave.,
Suite 220
West Covina, Ca. 91790
- ------------------------------------------------------------------------------------------
All directors and 1,000,000 50% 325,000 2%
named executive
officers as a group
(one person)
- ------------------------------------------------------------------------------------------
</TABLE>

This table is based upon information derived from our stock records. Unless
otherwise indicated in the footnotes to this table and subject to community
property laws where applicable, we believe that each of the shareholders named
in this table has sole or shared voting and investment power with respect to the
shares indicated as beneficially owned. Applicable percentages are based upon
2,000,000 shares of Common Stock outstanding as of March 31, 2000.

(1) Owned by the Williams Blind Trust, with beneficiaries as Tenants by the
Entireties of Michael Williams and Donna Williams, his wife. Under the terms
of the trust, all sales decisions will be made exclusively by the trustee
and no details of the trust's holdings or sales will be disclosed to the
beneficiaries.

(2) In connection with the merger, Brilliant Sun Industry Co. agreed to effect
a reverse split so that Mr. Williams' Trust and Mr. Yu will each own 325,000
shares prior to the closing of the merger.

Mr. Williams and Mr. Yu may be deemed our founders, as that term is defined
under the securities act of 1933.

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<PAGE>

Directors and Executive Officers.
- --------------------------------

The following table and subsequent discussion sets forth information about our
director and executive officer, who will resign upon the closing of the
acquisition transaction. Our director and executive officer was elected to his
position in March, 1999.

Name Age Title

Michael T. Williams 51 President, Treasurer and Director

Michael T. Williams responsibilities will include management of our operations
as well as our administrative and financial activities. Since 1975 Mr. Williams
has been in the practice of law, initially with the U.S. Securities and
Exchange Commission until 1980, and since then in private practice. He was also
chief executive officer of Florida Community Cancer Centers, Dunedin, FL from
1991-1995. He received a BA from the University of Kansas and a JD from the
University of Pennsylvania.

Executive Compensation.

The following table sets forth all compensation awarded to, earned by, or paid
for services rendered to us in all capacities during the period ended November
19, 1999, by our other executive officers whose salary and bonus for period
ended November 19, 1999, exceeded $100,000.

Summary Compensation Table
Long-Term Compensation Awards

Name and Principal Position Annual Compensation - 1999 Number of Shares
Salary, $, Bonus, $, Underlying
Options, #,
Michael T. Williams, None None None
President

Compensation, Certain Relationships and Related Transactions.

In connection with the merger negotiations, Mr. Williams agreed to reduce his
salary to $15,000, to be funded by a capital contribution from Mr. Yu. In
addition, Williams Law Group, P.A., of which Mr. Williams is a principal, will
receive a legal fee of $30,000 for representation for this registration
statement also funded by the same capital contribution.

Legal Proceedings.

We not a party to or aware of any pending or threatened lawsuits or other legal
actions.

Indemnification of Directors and Officers.

Our director is bound by the general standards for directors provisions in
Florida law. These provisions allow him in making decisions to consider any
factors as he deems relevant, including our long-term prospects and interests
and the social, economic, legal or other effects of any proposed action on the
employees, suppliers or our customers, the community in which the we operate and
the economy. Florida law limits our director's liability.

88
<PAGE>

We have agreed to indemnify our director, meaning that we will pay for damages
they incur for properly acting as director. The SEC believes that this
indemnification may not be given for violations of the securities act of 1933.

Insofar as indemnification for liabilities arising under the securities act may
be permitted to directors, officers or persons controlling the registrant under
the foregoing provisions, the registrant has been informed that in the opinion
of the Securities and Exchange Commission such indemnification is against the
public policy and is therefore, unenforceable.

Provisions With Possible Anti-Takeover Effects

Section 607.0902 of Florida law restricts the voting rights of certain shares of
a corporation's stock when those shares are acquired by a party who, by such
acquisition, would control at least one-fifth of all voting rights of the
corporation's issued and outstanding stock. The statute provides that the
acquired shares, the control shares, will, upon such acquisition, cease to have
any voting rights. The acquiring party may, however, petition the corporation to
have voting rights re-assigned to the control shares by way of an acquiring
person's statement submitted to the corporation in compliance with the
requirements of the statute. Upon receipt of such request, the corporation must
submit, for shareholder approval, the acquiring person's request to have voting
rights re-assigned to the control shares. Voting rights may be reassigned to the
control shares by a resolution of a majority of the corporation's shareholders
for each class and series of stock. If such a resolution is approved, and the
voting rights re-assigned to the control shares represent a majority of all
voting rights of the corporation's outstanding voting stock, then, unless the
corporation's articles of incorporation or Bylaws provide otherwise, all
shareholders of the corporation will be able to exercise dissenter's rights in
accordance with Florida law.

A corporation may, by amendment to its articles of incorporation or bylaws,
provide that, if the party acquiring the control shares does not submit an
acquiring person's statement in accordance with the statute, the corporation may
redeem the control shares at any time during the period ending 60 days after the
acquisition of control shares. If the acquiring party files an acquiring
person's statement, the control shares are not subject to redemption by the
corporation unless the shareholders, acting on the acquiring party's request,
deny full voting rights to the control shares.

The statute does not alter the voting rights of any stock of the corporation
acquired in the following manners:, i, under the laws of intestate succession or
under a gift or testamentary transfer;, ii, under the satisfaction of a pledge
or other security interest created in good faith and not for the purpose of
circumventing the statute;, iii, under either a merger or merger if the
corporation is a party to the agreement or plan of exchange or merger;, iv,
under any savings, employee stock ownership or other benefit plan of the
corporation or, v, under an acquisition of shares specifically approved by the
board of directors of the corporation.

DESCRIPTION OF BRILLIANT SUN INDUSTRY CO.'S CAPITAL STOCK

-----------------------------------------------------------------------
Authorized Capital Stock Under Shares Of Capital Stock
Your Articles Of Incorporation Outstanding
-----------------------------------------------------------------------
50,000,000 shares of common stock 2,000,000 shares of common stock
-----------------------------------------------------------------------
20,000,000 shares of preferred stock 0 shares of preferred stock
-----------------------------------------------------------------------

89
<PAGE>

Common Stock

As of March 31, 2000, there were 2,00,000 shares of common stock outstanding
held of record by 2 stockholders.

The holders of common stock are entitled to one vote for each share held of
record on all matters submitted to a vote of the stockholders. The common stock
has no preemptive or conversion rights or other subscription rights. There are
no sinking fund provisions applicable to the common stock. The outstanding
shares of common stock are, and the shares of common stock to be issued upon
completion of this offering will be, fully paid and non-assessable.

Preferred Stock

There are no shares of preferred stock outstanding. issuance of preferred stock
with voting and conversion rights may adversely affect the voting power of the
holders of common stock, including voting rights of the holders of common stock.
In certain circumstances, an issuance of preferred stock could have the effect
of decreasing the market price of the common stock. As of the closing of the
merger, we currently have no plans to issue any additional shares of preferred
stock.

Dividends

We have never paid any dividends and do not expect to do so after the closing of
the merger and thereafter for the foreseeable future.

Transfer Agent and Registrar

Florida Atlantic Stock Transfer will be the transfer agent and registrar for our
common stock.

DESCRIPTION OF THE YI WAN COMPANIES CAPITAL STOCK

-----------------------------------------------------------------------
Authorized Capital Stock Under Shares Of Capital Stock
Your Articles Of Incorporation Outstanding
-----------------------------------------------------------------------
50,000,000 shares of common stock 16,250,000 shares of common stock
-----------------------------------------------------------------------

Common Stock

As of November 19, 1999, there were 15,960,444 shares of common stock
outstanding held of record by 62 stockholders.

Preferred Stock

90
<PAGE>

In certain circumstances, an issuance of preferred stock could have the effect
of decreasing the market price of the common stock. As of the closing of the
merger, we currently have no plans to issue any additional shares of preferred
stock.

Dividends

We have never paid any dividends and do not expect to do so after the closing of
the merger and thereafter for the foreseeable future.

Transfer Agent and Registrar

We are the transfer agent and registrar for our common stock.

COMPARISON OF RIGHTS OF BRILLIANT SUN INDUSTRY CO. STOCKHOLDERS AND
YI WAN GROUP SHAREHOLDERS

Because Brilliant Sun Industry Co. and Yi Wan Group have the same state of
incorporation, articles of incorporation and by-laws, the rights of shareholders
of Yi Wan Group will not change as a result of the merger.

AVAILABLE INFORMATION

Yi Wan Group is not and, until the effectiveness of the registration statement,
Brilliant Sun was not, subject to the reporting requirements of the Exchange Act
and the rules and regulations promulgated thereunder, and, therefore, do not
file reports, proxy statements or other information with the Commission. Under
the rules and regulations of the Commission, the solicitation of proxies from
the shareholders of Yi Wan Group to approve the merger constitutes an offering
of Brilliant Sun common stock to be issued in connection with the merger.
Accordingly, Brilliant Sun has filed with the Commission a registration
statement on Form S-4 under the Securities Act, with respect to such offering
from time to time, the registration statement. This proxy statement/prospectus
constitutes the prospectus of Brilliant Sun that is filed as part of the
Registration Statement in accordance with the rules and regulations of the
Commission. Copies of the registration statement, including the exhibits to the
Registration Statement and other material that is not included herein, may be
inspected, without charge, at the Public Reference Section of the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549, and
may be available at the following Regional Offices of the Commission:
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and 7 World Trade Center, New York, New York 10048. Copies of
such materials may be obtained at prescribed rates from the Public Reference
Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, DC 20549. Information on the operation of the Public Reference Room
may be obtained by calling the Commission at 1-800-SEC-0330. In addition, the
Commission maintains a site on the World Wide Web at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission.

EXPERTS

The financial statements of Brilliant Sun Industry Co. as of and for the period
May 6, 1999 through September 30, 1999, also included in this prospectus and
elsewhere in the Registration Statement have been included herein in reliance on
the report of Kingery Crouse & Hohl P.A., independent accountants, given on the

91
<PAGE>

authority of that firm as experts in accounting and auditing. The financial
statements of Jiaozuo Yi Wan Hotel Co., Ltd., Shun De Yi Wan Communication
Equipment Plant Co., Ltd. and Yi Wan Maple Leaf High Technology Agriculture
Developing Ltd. Co. as of December 31, 1998 and for the one year ended December
31, 1998, also included in this prospectus and elsewhere in the Registration
Statement have been included herein in reliance on the report of Moore Stephens
Frazer and Torbet, LLP independent accountants, given on the authority of that
firm as experts in accounting and auditing.

LEGAL MATTERS

The validity of the shares of Brilliant Sun Industry Co. common stock being
offered by this information statement/prospectus and certain federal income tax
matters related to the exchange are being passed upon for Brilliant Sun Industry
Co. by Williams Law Group, P.A., Tampa, FL. Mr. Williams is the sole officer and
director of and owns 1,000,000 shares pre merger and 325,000 shares post merger
of the stock of Brilliant Sun Industry Co..

PART II

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Florida Business Corporation Act. Section 607.0850(1) of the Florida Business
Corporation Act (the "FBCA") provides that a Florida corporation, such as the
Company, shall have the power to indemnify any person who was or is a party to
any proceeding (other than 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 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 liability incurred in connection with such proceeding, including any
appeal thereof, if he acted in good faith and in a manner 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.

Section 607.0850(2) of the FBCA provides that a Florida corporation shall
have the power to indemnify any person, who was or is a party to any proceeding
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 and amounts paid in
settlement not exceeding, in the judgment of the board of directors, the
estimated expense of litigating the proceeding to conclusion, actually and
reasonably incurred in connection with the defense or settlement of such
proceeding, including any appeal thereof. Such indemnification shall be
authorized if such person acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the corporation,
except that no indemnification shall be made under this subsection in respect of
any claim, issue, or matter as to which such person shall have been adjudged to
be liable unless, and only to the extent that, the court in which such
proceeding was brought, or any other court of competent jurisdiction, shall
determine upon application that, despite the adjudication of liability but in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.

Section 607.850 of the FBCA further provides that: (i) 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 proceeding referred to in subsection (1)
or subsection (2), or in defense of any proceeding referred to in subsection (1)
or subsection (2), or in defense of any claim, issue, or matter therein, he

92
<PAGE>

shall be indemnified against expense actually and reasonably incurred by him in
connection therewith; (ii) indemnification provided pursuant to Section 607.0850
is not exclusive; and (iii) the corporation may purchase and maintain insurance
on behalf of a director or officer of the corporation against any liability
asserted against him or incurred by him in any such capacity or arising out of
his status as such whether or not the corporation would have the power to
indemnify him against such liabilities under Section 607.0850.

Notwithstanding the foregoing, Section 607.0850 of the FBCA provides that
indemnification or advancement of expenses shall not be made to or on behalf of
any director, officer, employee or agent if a judgment or other final
adjudication establishes that his actions, or omissions to act, were material to
the cause of action so adjudicated and constitute: (i) a violation of the
criminal law, unless the director, officer, employee or agent had reasonable
cause to believe his conduct was lawful or had no reasonable cause to believe
his conduct was unlawful; (ii) a transaction from which the director, officer,
employee or agent derived an improper personal benefit; (iii) in the case of a
director, a circumstance under which the liability provisions regarding unlawful
distributions are applicable; or (iv) willful misconduct or a conscious
disregard for the best interests of the corporation in a proceeding by or in the
right of the corporation to procure a judgment in its favor or in a proceeding
by or in the right of a shareholder.

Section 607.0831 of the FBCA provides that a director of a Florida
corporation is not personally liable for monetary damages to the corporation or
any other person for any statement, vote, decision, or failure to act, regarding
corporate management or policy, by a director, unless: (i) the director breached
or failed to perform his duties as a director; and (ii) the director's breach
of, or failure to perform, those duties constitutes: (A) a violation of criminal
law, unless the director had reasonable cause to believe his conduct was lawful
or had no reasonable cause to believe his conduct was unlawful; (B) a
transaction from which the director derived an improper personal benefit, either
directly or indirectly; (C) a circumstance under which the liability provisions
regarding unlawful distributions are applicable; (D) in a proceeding by or in
the right of the corporation to procure a judgment in its favor or by or in the
right of a shareholder, conscious disregard for the best interest of the
corporation, or willful misconduct; or (E) in a proceeding by or in the right of
someone other than the corporation or a shareholder, recklessness or an act or
omission which was committed in bad faith or with malicious purpose or in a
manner exhibiting wanton and willful disregard of human rights, safety, or
property.

Articles and Bylaws. Our Articles of Incorporation and our Bylaws provide
that the Company shall, to the fullest extent permitted by law, indemnify all
directors of the Company, as well as any officers or employees of the Company to
whom the Company has agreed to grant indemnification.

At present, there is no pending litigation or proceeding involving a
Director, officer or key employee of the Registrant as to which indemnification
is being sought nor is the Registrant aware of any threatened litigation that
may result in claims for indemnification by any officer or Director.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

FINANCIAL STATEMENTS

Financial statements of the individual companies are included as pages
F-1 through F-82

ECHIBITS

Item 2

1 Agreement and Plan of Merger and Reorganization

93
<PAGE>

Item 3

1 Articles of Incorporation of the Registrant.(1)
2 Bylaws of the Registrant (1)
3 *Amended and Restated Articles of Incorporation of Registrant, to be
effective after consummation of the proposed Merger.
4. *Amended and Restated Bylaws of the Registrant, to be effective after
consummation of the proposed Merger.

Item 4*

1 Form of Common Stock Certificate of the Registrant.(1)

Item 5

1 Legal Opinion of Williams Law Group, P.A.

Item 8*

1 Tax Opinion of Williams Law Group, P.A.

Item 10*

Item 23

1 Consent of MOORE STEPHENS FRAZER AND TORBET, LLP
2 Consent of WILLIAMS LAW GROUP, P.A. (to be included in Exhibits 5.1 and 8.1).

All other Exhibits called for by Rule 601 of Regulation S-1 are not applicable
to this filing.

Information pertaining to our Common Stock is contained in our Articles of
Incorporation and By-Laws.

* To be provided by amendment

ITEM 22. UNDERTAKINGS

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 a claim for indemnification against
such liabilities (other than the payment by the Registrant of 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 being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

94
<PAGE>

The undersigned Registrant hereby undertakes:

(1) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form,
within one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of the
Registration Statement through the date of responding to the request;

(2) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the registration statement when it became
effective;

(3) The undersigned registrant hereby undertakes as follows: that
prior to any public reoffering of the securities registered hereunder through
use of a prospectus which is a part of this registration statement, by any
person or party who is deemed to be an underwriter within the meaning of Rule
145(c), the issuer undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.

(4) The registrant undertakes that every prospectus (i) that is filed
pursuant to paragraph (3) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes 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.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Tampa, State of Florida,
on .

Brilliant Sun Industry Co.
By: /s/ MICHAEL T. WILLIAMS.
-------------------------------
President and Treasurer

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

- --------------------------------------------------------------------------------
SIGNATURE TITLE DATE
- --------------------------------------------------------------------------------
/s/ Michael T. Williams President and Treasurer May 24, 2000
- --------------------------------------------------------------------------------

95
<PAGE>

TABLE OF CONTENTS

Page

Shun De Yi Wan Communication Equipment Plant
1999 and 1998
Independent Auditors' Report F 5

Balance Sheet as of December 31, 1999 and 1998 F 6-7

Statement of Income for the years ended
December 31, 1999 and 1998 F 8

Statement of Owners' Equity for the years ended
December 31, 1999 and 1998 F 9

Statement of Cash Flows for the years ended
December 31, 1999 and 1998 F 10

Notes to the Financial Statements F 11-17

Shun De Yi Wan Communication Equipment Plant
1997
Independent Auditors' Report F 19

Balance Sheet as of December 31, 1997 F 20-21

Statement of Income for the year ended
December 31, 1997 F 22

Statement of Owners' Equity for the year ended
December 31, 1997 F 23

Statement of Cash Flows for the year ended
December 31, 1997 F 24

Notes to the Financial Statements F 25-30
F-1
96
<PAGE>

Yi Wan Maple Leaf High Technology Agriculture Developing
1999 and 1998
Independent Auditors' Report F 32

Balance Sheet as of December 31, 1999 and 1998 F 33-34

Statement of Income for the years ended
December 31, 1999 and 1998 F 35

Statement of Owners' Equity for the years ended
December 31, 1999 and 1998 F 36

Statement of Cash Flows for the years ended
December 31, 1999 and 1998 F 37

Notes to the Financial Statements F 38-44

Yi Wan Maple Leaf High Technology Agriculture Developing
1997
Independent Auditors' Report F 46

Balance Sheet as of December 31,1997 F 47-48

Statement of Income for the year ended
December 31, 1997 F 49

Statement of Owners' Equity for the year ended
December 31, 1997 F 50

Statement of Cash Flows for the year ended
December 31, 1997 F 51

Notes to the Financial Statements F 52-58

F-2
97
<PAGE>

Jiaozuo Yi Wan Hotel
1999 and 1998
Independent Auditors' Report F 60

Balance Sheet as of December 31, 1999 and 1998 F 61-62

Statement of Income for the years ended
December 31, 1999 and 1998 F 63

Statement of Owners' Equity for the years ended
December 31, 1999 and 1998 F 64

Statement of Cash Flows for the years ended
December 31, 1999 and 1998 F 65

Notes to the Financial Statements F 66-71

Jiaozuo Yi Wan Hotel
1997
Independent Auditors' Report F 73

Balance Sheet as of December 31, 1997 F 74-75

Statement of Income for the year ended
December 31, 1997 F 76

Statement of Owners' Equity for the year ended
December 31, 1997 F 77

Statement of Cash Flows for the year ended
December 31, 1997 F 78

Notes to the Financial Statements F 79-84

F-3
98
<PAGE>

SHUN DE YI WAN
Communication Equipment

Financial statements as of and for
the years ended December 31, 1999 and 1998
and
Independent Auditors' Report

F-4
99
<PAGE>

Independent Auditors' Report

We have audited the accompanying balance sheets of Shun De Yi Wan
Communication Equipment Plant Co., Ltd. as of December 31, 1999 and 1998, and
the related statements of income and other comprehensive income, owners' equity
and cash flows for the years then ended. 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 audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the combined financial statements referred to above
present fairly, in all material respects, the financial position of Shun De Yi
Wan Communication Equipment Plant Co., Ltd. as of December 31, 1999 and 1998,
and the results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

Moore Stephens Frazer and Torbet, LLP
Certified Public Accountants
Walnut, California

March 13, 2000, except for
Note 11 which is March 20, 2000

F-5
100
<PAGE>

SHUN DE YIWAN COMMUNICATION EQUIPMENT PLANT CO., LTD.

BALANCE SHEET
AS OF DECEMBER 31, 1999 AND 1998

ASSETS
<TABLE>
<CAPTION>

1999 1998
--------------------------- -------------------------
RMB US $ RMB US $
------------ ------------ ----------- ------------
<S> <C> <C> <C> <C>

CURRENT ASSETS:
Cash (Y) 7,057,495 $ 852,406(Y) 5,680,483 $ 686,140
Accounts receivable trade 7,341,130 886,663 6,240,188 753,746
Related party receivable 469,250 56,676 873,481 105,507
Other receivable 7,363,387 889,352 2,053,537 248,045
Inventories 5,411,783 653,636 4,894,563 591,209
Deposits 1,219,244 147,261 4,745,471 573,201
Prepaid expenses 1,652 200 - -
------------ ------------ ----------- ------------

Total current assets 28,863,941 3,486,194 24,487,723 2,957,848
------------ ------------ ----------- ------------

BUILDINGS, EQUIPMENT AND AUTOMOBILES:
Buildings and improvements 7,383,933 891,833 7,383,933 891,898
Furniture and equipment 17,074,023 2,062,205 16,886,024 2,039,646
Automobiles 1,064,042 128,515 1,064,042 128,525
----------- ------------ ----------- ------------

Totals 25,521,998 3,082,553 25,333,999 3,060,069
Less accumulated depreciation 10,408,105 1,257,093 7,913,199 955,827
----------- ------------ ----------- ------------

Total buildings, equipment
and automobiles,net 15,113,893 1,825,460 17,420,800 2,104,242
----------- ------------ ----------- ------------

OTHER ASSETS:
Deferred tax asset 292,191 35,291 - -
Intangible asset, net of accumulated
Amortization of$131,568(RMB(Y)1,089,242) - - 18,462 2,230
----------- ------------ ----------- ------------
Total other assets 292,191 35,291 18,462 2,230
----------- ------------ ----------- ------------

Total assets (Y) 44,270,025 $ 5,346,945(Y)41,926,985 $ 5,064,320
=========== ============ =========== ============
</TABLE>

The accompanying notes are integral part of this statement.

F-6
101
<PAGE>

SHUN DE YIWAN COMMUNICATION EQUIPMENT PLANT CO.,LTD.

BALANCE SHEET
AS OF DECEMBER 31, 1999 AND 1998

LIABILITIES AND OWNERS'EQUITY
<TABLE>
<CAPTION>
1999 1998
--------------- ---------- ---------- ----------
RMB US $ RMB US $
--------------- ---------- ---------- ----------
<S> <C> <C> <C> <C>

CURRENT LIABILITIES:
Accounts payable (Y) 987,112 $ 119,224(Y) 3,803,114 $ 459,374
Accounts payable - related party - - 84,249 10,176
Customer deposits - - 1,443,085 174,309
Accrued liabilities 929,229 112,233 1,150,555 138,974
Wage and benefits payable 1,811,358 218,776 1,650,314 199,340
Sales tax payable 1,571,278 189,779 1,549,381 187,148
Income tax payable 5,519,588 666,657 1,297,062 156,671
Due to shareholder 735,897 88,882 - -
Distribution payable to owners 8,836,570 1,067,283 783,473 94,636
------------ ---------- ---------- ----------
Total current liabilities 20,391,032 2,462,835 11,761,233 1,420,628
------------ ---------- ---------- ----------

COMMITMENTS AND CONTINGENCIES
- - - -
------------ ---------- ---------- ----------

OWNERS' EQUITY (EXHIBIT C):
Owners' equity 13,238,829 1,599,397 23,259,715 2,809,267
Statutory reserve 10,640,164 1,285,183 0 834,174
Accumulated other comprehensive
income - (469) - 251
------------ ---------- ---------- ----------

Total owners' equity 23,878,993 2,884,111 30,165,752 3,643,692
------------ ---------- ---------- ----------

Total liabilities and (Y) 44,270,025 $ 5,346,946(Y) 41,926,985$ 5,064,320
owners' equity ============ ========== ========== ==========

</TABLE>

The accompanying notes are integral part of this statement.

F-7
102
<PAGE>

SHUN DE YIWAN COMMUNICATION EQUIPMENT PLANT CO., LTD.

STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>

1999 1999 1998 1998
RMB US$ RMB US$
--------- --------- --------- --------
<S> <C> <C> <C> <C>

NET SALES (Y) 39,614,207$ 4,786,579(Y)36,981,580$ 4,466,968

COST OF SALES 17,632,392 2,130,519 18,843,154 2,276,046
--------- --------- --------- --------

GROSS PROFIT 21,981,815 2,656,060 18,138,426 2,190,922

SELLING, GENERAL AND ADMINISTRATIVE 8,937,932 1,079,969 8,181,182 988,197
EXPENSES --------- --------- --------- --------

INCOME FROM OPERATIONS 13,043,883 1,576,091 9,957,244 1,202,725
--------- --------- --------- --------

OTHER INCOME:
Interest income 57,234 6,916 56,586 6,836
--------- --------- --------- --------

INCOME BEFORE PROVISION FOR INCOME TAXES 13,101,117 1,583,006 10,013,830 1,209,561

PROVISION FOR INCOME TAXES 3,930,336 474,902 581,798 70,275
--------- --------- --------- --------

NET INCOME (Y) 9,170,781 $ 1,108,104(Y)9,432,032 $ 1,139,286
========= =========

OTHER COMPREHENSIVE INCOME:
Foreign currency translation adjustment (720) 251
--------- --------

COMPREHENSIVE INCOME $ 1,107,384 $ 1,139,537

========= ========
</TABLE>

The accompanying notes are integral part of this statement.

F-8
103
<PAGE>

SHUN DE YIWAN COMMUNICATION EQUIPMENT PLANT CO., LTD.

STATEMENTS OF OWNERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>

1999 1999 1998 1998
OWNERS' EQUITY RMB US $ RMB US $
------------ ---------- ---------- -----------
<S> <C> <C> <C> <C>

Owners' Equity - Beginning of the year (Y) 23,259,715 $ 2,809,267(Y)24,638,103 $ 2,975,760
as restated in 1998

Distributions (15,457,540) (1,866,965) (5,256,205) (634,891)

Net Income, Exhibit B 9,170,781 ,108,104 9,432,032 1,139,286

Adjustment to Statutory Reserve (3,734,127) (451,009) (5,554,215) (670,888)
------------ ---------- ---------- -----------

Owners' Equity - End of the year (Y) 13,238,829 $ 1,599,397(Y)23,259,715 $ 2,809,267
============ ========== ========== ===========

1999 1999 1998 1998
STATUTORY RESERVE RMB US $ RMB US $
------------ ---------- ---------- -----------

Statutory Reserve - Beginning of the (Y) 6,906,037 $ 834,174 (Y)1,351,822 $ 163,286
year

Adjustment to Statutory Reserve 3,734,127 451,009 5,554,215 670,888
------------ ---------- ---------- -----------

Statutory Reserve - End of the (Y) 10,640,164 $ 1,285,183 (Y)6,906,037 $ 834,174
year ============ ========== ========== ===========

ACCUMULATED OTHER COMPREHENSIVE INCOME 1999 1998
US $ US $
---------- -----------

Balance - beginning of year $ 251 $ -

Adjustment for Currency Trranslation (720) 251
---------- -----------

Balance - end of year $ (469) $ 251
========== ===========
</TABLE>

The accompanying notes are integral part of this statement.
F-9
104
<PAGE>

SHUN DE YIWAN COMMUNICATION EQUIPMENT PLANT CO., LTD.

STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>

1999 1999 1998 1998
RMB US $ RMB US $
--------- ----------- ---------- ----------
<S> <C> <C> <C> <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (Y) 9,170,781 $ 1,108,104 (Y) 9,170,781 $ 1,139,286
Adjustments to reconcile net income to net cash
Provided by net cash provided by operating
Activities:
Depreciation 2,494,906 301,459 2,492,086 301,017
Amortization 18,462 2,230 216,852 26,193
Increase in accounts receivable (1,100,942) (132,917) (2,954,487) (356,870)
Decrease (Increase) in accounts
receivable-related party 404,231 48,831 (873,481) (105,507)
(Increase) Decrease in other recievable (5,309,850) (641,307) 1,424,461 172,059
(Increase) Decrease in inventories (517,220) (62,427) 1,428,644 172,564
(Increase) Decrease in prepaid expenses (1,652) (200) 876,527 105,875
Decrease (Increase) in deposits 3,526,227 425,940 (4,745,471) (573,201)
(Increase) in deferred tax asset (292,191) (35,291) - -
Decrease in accounts payable (2,816,002) (340,150) (2,694,064) (325,413)
(Decrease) Increase in accounts payable
related party (84,249) (10,176) 84,249 10,176
Increase in distribution payable to owners 1,053,097 972,647 756,206 91,341
(Decrease) Increase in customer deposits (1,443,085) (174,309) 433,772 52,395
(Decrease) Increase in accrued liabilities (221,326) (26,741) 238,042 28,753
Increase in wage and benefit payable 161,044 19,436 299,526 36,179
Increase in income tax payable 4,222,526 509,986 581,798 70,276
Decrease in accumulated comprehensive income - (720) - -
Increase in sales tax payable 21,897 2,631 223,803 27,033
---------- ---------- --------- ----------
Net cash provided by operating activities 16,268,654 1,967,027 7,220,495 872,156
----------- ---------- --------- ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to equipment (187,998) (22,679) - -
--------- ----------- ---------- ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in due to shareholder 735,897 88,882 - -
Distributions to owners (15,457,540) (1,866,965) (5,256,205) (634,891)
------------ ----------- ----------- ----------
Net cash used in financing activities (14,721,643) (1,778,083) (5,256,205) (634,891)
------------ ----------- ----------- ----------

INCREASE IN CASH 1,377,012 166,265 1,964,290 237,265

CASH, beginning of year 5,680,483 686,140 3,716,193 448,875
---------- --------- ---------- ----------

CASH, end of year (Y) 7,057,495 $ 852,406 (Y) 5,680,483 $ 686,140
========= ========= ========== =========
</TABLE>

The accompanying notes are integral of this statement.
F-10
105
<PAGE>

SHUN DE YI WAN COMMUNICATION EQUIPMENT PLANT CO., LTD

NOTES TO THE FINANCIAL STATEMENTS

1. Summary of significant accounting policies

a. The reporting entity
--------------------

The financial statements of Shun De Yi Wan Communication Equipment
Plant Co., Ltd. Reflects the activities and financial transactions of the
company also known as Yi Wan Manufacture (the Company).

The Company is a foreign investment joint venture with an
eleven-year term and with registered capital of approximately $1,588,000
(RMB(Y)13,146,000) established under the laws of the People's Republic of China
on September 3, 1993. The Company's income sources include income from the
manufacturing of communication equipment systems.

b. Basis of accounting
-------------------

The financial statements are prepared in accordance with generally
accepted accounting principles of the United States of America. The financial
statements are presented in U.S. dollars and Renminbi (RMB), the currency of the
People's Republic of China.

The financial statements are presented on the accrual basis of
accounting. Revenues are recognized when earned and expenses recognized when
incurred.

c. Buildings, equipment and automobiles
------------------------------------

Buildings, equipment, and automobiles are recorded at cost.
Depreciation is computed using the straight-line method over the estimated
useful lives of the assets. Depreciation expense for the years ended December
31, 1999 and 1998 amounted to $301,459 (RMB(Y)2,494,906) and $301,017
(RMB(Y)2,492,086), respectively. Estimated useful lives of the assets are as
follows:

Estimated Useful Lives (in years)

Buildings 20
Machinery and equipment 10
Computer, office equipment and furniture 5
Automobiles 5

Maintenance, repairs and minor renewals are charged directly to expenses
as incurred. Major additions and betterment to property and equipment are
capitalized.
F-11
106
<PAGE>

SHUN DE YI WAN COMMUNICATION EQUIPMENT PLANT CO., LTD

NOTES TO THE FINANCIAL STATEMENTS

1. Summary of significant accounting policies (continued)
------------------------------------------------------

d. Use of estimates
----------------

The preparation of financial statements in conformity with generally
accepted accounting principles of the United States of America requires
management to make estimates and assumptions that affect the amounts reported in
the combined financial statements and accompanying notes. Management believes
that the estimates utilized in preparing its financial statements are reasonable
and prudent. Actual results could differ from these estimates.

e. Revenue recognition

The Company recognizes revenue when the risk of loss for the product
sold passes to the customers which is generally when goods are installed at the
customers' premises and testing of the product is completed and accepted by the
customers.

f. Cash and concentration of risk

Cash includes cash on hand and demand deposits in accounts
maintained with state-owned banks within the People's Republic of China. Total
cash in state-owned banks at December 31, 1999 and 1998 amounted to $851,812
(RMB(Y)7,052,581) and $685,355 (RMB(Y)5,673,982), of which no deposits are
covered by insurance. The Company has not experienced any losses in such
accounts and believes it is not exposed to any risks on its cash in bank
accounts.

g. Inventories

Inventories are stated at the lower of cost or market using the
first-in, first-out basis. The Company's inventory consists of raw materials,
work in process, and finished goods.

h. Intangible assets

All land in the People's Republic of China is owned by the
government and can not be sold to any individual or company. However, the
government grants the user a "land use right" (the Right) to use the land. One
of the partners of the Company purchased the Right and neither the title or the
Right has been transferred to the Company nor is the Company being charged for
using the land. However, the owner has assigned the Right to the Company for the
remaining 46 years.
F-12
107
<PAGE>

SHUN DE YI WAN COMMUNICATION EQUIPMENT PLANT CO., LTD

NOTES TO THE FINANCIAL STATEMENTS

1. Summary of significant accounting policies (continued)
------------------------------------------------------

i. Taxes

The Company's income is subject to a 17% value added tax (VAT).

A partner of the Company is a foreign company, which results in the
Company being considered as a foreign investment joint venture by the government
and receives special income tax treatment. The Company is subject to central
government income tax at a rate of 27% (30% in prior years) and 3% provincial
government income tax. However, the Company is exempt from central and
provincial government income tax for two years starting from the first year of
profitable operations (years ended December 31, 1994 and 1995), followed by 50%
reduction in the central government income tax for the next three years (years
ended December 31, 1996, 1997 and 1998).

The provision for income taxes consisted of the following, see note
11 for further explanations on income taxes:

1999 1998
--------------------- ----------------------
RMB US$ RMB US$
------------ ----------- ----------- -------
Provision for China Income Tax (Y) 3,800,274 $ 4 59,173 (Y 281,383 $ 33,988
Provision for China Local Tax 422,253 51,020 300,415 36,287
------------ ----------- ----------- -------
4,222,527 510,193 581,798 70,275
Deferred taxes (292,191) (35,291)
------------ ----------- ----------- -------
Total tax provision (Y) 3,930,336 $ 474,902 (Y) 581,798 $ 70,275
============ =========== =========== =======

The deferred taxes on the accompanying financial statements
represents temporary differences relating to the deduction of the bad debts and
expenses deducted for financial statement purposes and not for tax purposes.

j. Foreign currency translation and transactions

SHUN DE YI WAN COMMUNICATION EQUIPMENT PLANT CO., LTD

NOTES TO THE FINANCIAL STATEMENTS

at the weighted-average rate of exchange during the year at 8.2761 and 8.2789
Renminbi per U.S. dollar for years of 1999 and 1998. Translation adjustments
arising from the use of different exchange rates from period to period are
included in the cumulative translation adjustment account in owners' equity.
There are no gains and losses resulting from foreign currency transactions.

k. New Authoritative Pronouncements

The Financial Accounting Standards Board (SFAS) has issued
SFAS No. 132, "Employer's Disclosure about Pensions and Other Postretirement
Benefits" and SFAS No. 133, "Accounting for Derivative and Hedging Activities."
These new accounting standards do not have any impact on the Company's
financial statements or financial reporting.

2. Inventories

Inventories are stated at the lower of cost (first-in, first-out
method) or market and consist of the following as of December 31, 1999 and 1998:

1999 1998
RMB US $ RMB US $
--- ---- --- ----

Raw materials (Y) 939,408 $ 113,461(Y) 1,675,842 $202,423
Work in process 1,159,696 140,068 503,837 60,858
Finished goods 3,297,885 398,319 2,664,213 321,807
Operating supplies
14,794 1,788 50,671 6,121
------ ----- ------ -----
Totals (Y)5,411,783 $ 653,636(Y) 4,894,563 $591,209
============ ======================= ========

Included in finished goods is $152,994 (RMB(Y)1,266,709) of
equipment currently being installed at the customers' site. The sale will be
recorded once the customer has approved the installation and a final sales price
has been agreed upon.

3. Year 2000 Issue

SHUN DE YI WAN COMMUNICATION EQUIPMENT PLANT CO., LTD

NOTES TO THE FINANCIAL STATEMENTS

external entities that interface with the Company is also ongoing. There can be
no assurance that there will not be a material adverse effect on the Company if
its actions and/or those of related third parties fail to address all
significant issues in a timely manner.

The costs of the Company's Y2K compliance efforts are expensed as incurred
and are being funded with cash flows from operations. At this time, the costs of
these efforts are not expected to be material to the Company's financial
position or the results of their operations in any given period.

Time and cost estimates are based on currently available information.
Actual results could differ from those estimates.

4. Supplemental disclosure of cash flow information

There was no interest expense or income tax payments paid for the
years ended December 31, 1999 and 1998.

5. Accounts receivable, concentration of credit risk and customers
and suppliers concentration

The Company's business operations are conducted mainly in the
People's Republic of China. During the normal course of business, the Company
extends unsecured credit to its customers located in the province of QuangZhou.
Management reviews its account receivables on a regular basis to determine if
the bad debt allowance is adequate at each year-end. At December 31, 1998, the
Company's accounts receivable included $56,480 (RMB(Y)467,600) of balances over
two years old. According to government regulations with respect to enterprise
financial affairs, the enterprise may write off bad debts (for tax purposes) of
accounts receivable that remain uncollectible after three years. These accounts
have been written off for financial statement purposes. Management believes that
the accounts receivable at December 31, 1999 are collectible and no allowance
for bad debts has been provided for these accounts as of December 31, 1999 and
1998.

6. Fair Value of Financial Instruments

The carrying amount of cash, trade accounts receivable, trade
accounts payable and accrued liabilities are reasonable estimates of their fair
value because of the short maturity of these items.
F-15
110
<PAGE>

SHUN DE YI WAN COMMUNICATION EQUIPMENT PLANT CO., LTD

NOTES TO THE FINANCIAL STATEMENTS

7. Pension contribution

Regulations in the People's Republic of China require the Company to
contribute to a defined contribution retirement plan for all permanent
employees. All permanent employees are entitled to an annual pension equal to
their basic salary at retirement. The Company pays an annual contribution of 18%
of the city's standard salary of its employees to an insurance company, which is
responsible for the entire pension obligation payable to the retired employees.
For the years ended December 31, 1999 and 1998, the Company made a pension
contribution which amounted to $18,809 (RMB (Y)155,672) and $14,656 (RMB
(Y)121,338), respectively.

8. Related party transactions

During the year, the Company had borrowed and advanced money with
one of the joint venture's partner of YiWan Hotel. At December 31, 1999 and
1998, amounts receivable from this related party amounted to $56,676
(RMB(Y)469,250) and $105,507 (RMB(Y)873,481), respectively. No amounts were owed
to the related party at December 31, 1999 as compared to and $10,176
(RMB(Y)84,249) owed as of December 31, 1998.

9. Property Insurance

As of December 31, 1998, the Company had no property insurance in
place. However, property insurance was purchased in September of 1999 which
covers all buildings, equipment, automobiles and inventories of the Company.

10. Distribution of Income and Statutory Reserve

The laws and regulations of the People's Republic of China require
that before a Sino-foreign cooperative joint venture enterprise distributes
profits to its joint venture partners, it must first satisfy all tax
liabilities, provide for losses in previous years and make allocations, in
proportions determined at the discretion of the board of directors, after the
statutory reserve to a general reserve fund, an enterprise expansion fund and a
staff welfare and employee bonus fund based on the net income. Combined
statutory reserve at December 31, 1999 and 1998 amounted to $1,285,182
(RMB(Y)10,640,164) and $834,174 (RMB(Y)6,906,037), respectively. Distributions
declared to owners for the years ended December 31, 1999 and 1998 amounted to
$1,866,965 (RMB(Y)15,457,540) and $634,892 (RMB(Y)5,256,206). At December 31,
1999 and 1998, $1,067,283 (RMB(Y)8,836,570) and $94,636 (RMB(Y)783,473) remained
unpaid.
F-16
111
<PAGE>

SHUN DE YI WAN COMMUNICATION EQUIPMENT PLANT CO., LTD

NOTES TO THE FINANCIAL STATEMENTS

11. Subsequent Event

On March 20, 2000, the Company negotiated a settlement of all China
income taxes due for the years ending December 31, 1995 through 1998 of
approximately $72,000 (RMB(Y)600,000). The $33,988 (RMB(Y)281,383) represents
the applicable income taxes from the final settlement applicable for the year
ending December 31, 1998.

The 1998 financial statements have been restated to reflect this
applicable income tax for the prior years. The owners' equity has been restated
to reflect this adjustment and consisted of the following:

Owners' equity as originally stated RMB US$
------------- ------------
December 31, 1997 (Y) 22,368,664 $ 2,701,794
Adjustment for income tax settlement 2,269,439 273,966
------------- ------------

Owners' equity as restated, December 31, 1997 (Y) 24,638,103 $ 2,975,760
============= ============

F-17
112
<PAGE>

SHUN DE YI WAN
Communication Equipment

Financial statements as of and for
the year ended December 31, 1997
and
Independent Auditors' Report

F-18
113
<PAGE>

Independent Auditors' Report

We have audited the accompanying balance sheet of Shun De Yi Wan
Communication Equipment Plant Co., Ltd. as of December 31, 1997, and the related
statements of income, owners' equity and cash flows for the year then ended.
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 generally accepted
auditing standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provide a reasonable basis for our
opinion.

In our opinion, the combined financial statements referred to above
present fairly, in all material respects, the financial position of Shun De Yi
Wan Communication Equipment Plant Co., Ltd. as of December 31, 1997, and the
results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.

Moore Stephens Frazer and Torbet, LLP
Certified Public Accountants
Walnut, California

July 30, 1999 except for
Note 10 which is March 20, 2000

F-19
114
<PAGE>

SHUN DE YI WAN COMMUNICATION EQUIPMENT PLANT CO.,LTD.

BALANCE SHEET

AS OF DECEMBER 31, 1997

A S S E T S
<TABLE>
<CAPTION>
RMB US$
<S> <C> <C>

Current Assets:
Cash 3,716,193 $ 448,837
Accounts receivable, trade 3,285,701 396,843
Related party receivable 873,481 105,498
Other receivable 2,604,517 314,570
Inventories 6,323,207 763,709
Prepaid expenses 876,527 105,867
------------- ------------

Total current assets (Y) 17,679,626 $ 2,135,324
------------- ------------

BUILDINGS, EQUIPMENT AND AUTOMOBILES:
Buildings and improvements (Y) 7,383,933 $ 891,822
Furniture and equipment 16,886,024 2,039,473
Automobiles 1,064,042 128,514
------------ -----------

Totals (Y) 25,333,999 $ 3,059,809
Less accumulated depreciation 5,421,113 654,755
-------------- -----------

Total buildings, equipment
and automobiles, net (Y) 19,912,886 $ 2,405,054
-------------- -------------
OTHER ASSETS:
Intangible asset,net (Y) 235,314 $ 28,421
-------------- -------------

Total other assets (Y) 235,314 $ 28,421
-------------- ------------
Total assets (Y) 37,827,826 $ 4,568,799

-------------- ------------
</TABLE>

The accompanying notes are an integral part of this statement.

F-20
115
<PAGE>

SHUN DE YI WAN COMMUNICATION EQUIPMENT PLANT CO.,LTD.

BALANCE SHEET
AS OF DECEMBER 31, 1997

LIABILITIES AND OWNERS' EQUITY
<TABLE>
<CAPTION>

RMB US$
--- ---
<S> <C> <C>

CURRENT LIABILITIES
Accounts payable (Y) 6,497,178 $ 784,721
Customer deposits 1,009,313 121,904
Accrued Liabilities 1,158,024 139,865
Employee benefits payable 1,105,277 133,494
Dividend payable to partners 27,267 3,293
Income tax payable 715,264 86,389
Sales tax payable 1,325,578 160,102
------------- ------------

Total current liabilities (Y) 11,837,901 $ 1,429,768
------------- -------------

COMMITMENTS AND CONTINGENCIES (Y) $
------------- -------------

OWNERS' EQUITY (EXHIBIT C):
Owners' equity (Y)24,638,103 (Y) 25,989,925 $ 2,975,760
Statutory reserve 1,351,822 163,286
------------- -------------
Total owners' equity (Y) 25,989,925 $ 3,139,046
------------- -------------

Total liabilities and owners' equity (Y) 37,827,826 $ 4,568,799
============= =============
</TABLE>

The accompanying notes are an integral part of this statement.
F-21
116
<PAGE>

SHUN DE YI WAN COMMUNICATION EQUIPMENT PLANT CO., LTD

STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1997

RMB US $
--- ----

NET SALES (Y) 32,045,595 $ 3,865,666

COST OF SALES 15,438,404 1,862,337
----------- -----------

GROSS PROFIT (Y) 16,607,191 $ 2,003,329

OPERATING EXPENSES 10,028,537 1,209,744
----------- -----------

INCOME FROM OPERATIONS (Y) 6,578,654 $ 793,585
------------ ------------

OTHER INCOME (Y) 84,856 10,236
------------ ------------
INCOME BEFORE PROVISION FOR
INCOME TAXES (Y) 6,663,510 $ 803,821

PROVISION FOR INCOME TAXES (403,620) (48,689)
------------- ------------

NET INCOME (Y) 6,259,890 $ 755,132
============= ============

The accompanying notes are an integral part of this statement.
F-22
117
<PAGE>

SHUN DE YI WAN COMMUNICATION EQUIPMENT PLANT CO., LTD.

STATEMENT OF OWNERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1997

OWNERS' EQUITY RMB US $
--- ----

Owners' Equity - Beginning of year (Y) 21,802,973 $ 2,627,434

Distributions (2,540,811) (300,416)

Net Income, Exhibit B 6,259,890 755,132

Adjustment to Statutory Reserve (883,949) (106,777)

Currency translation - 387

Owners' Equity - End of year (Y) 24,638,103 $ 2,975,760
============= ================

STATUTORY RESERVE RMB US $
--- ----

Statutory Reserve - Beginning of year (Y) 467,873 $ 56,509

Adjustment to Statutory Reserve (Y) 883,949 106,777
----------- ----------

Statutory Reserve - End of year (Y) 1,351,822 $ 163,286
============= ==========

The accompanying notes are an integral part of this statement.
F-23
118
<PAGE>

SHUN DE YI WAN COMMUNICATION EQUIPMENT PLANT CO., LTD.

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1997

RMB US $
--- ----

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (Y) 6,259,890 $ 755,132
Adjustments to reconcile net income to net cash
provided by net cash provided by operating
activities:
Depreciation 2,167,983 262,727
Amortization 226,229 27,199
Decrease in accounts receivable 1,563,297 187,500
Decrease in accounts receivable-related party (236)
Decrease in other receivable 1,490,827 178,952
Increase in inventories (1,663,489) (202,176)
Decrease in prepaid expenses 387,221 46,426
Decrease in accounts payable (1,103,191) (131,185)
Decrease in customer deposits (3,257,697) (392,305)
Increase in accrued liabilities 12,427 1,811
Decrease in distributions payable to partners (24,906) (2,994)
Currency translation adjustment - 262
Increase in wage and benefits payable 519,126 62,858
Increase in income taxes payable 403,618 48,833
Increase in sales taxes payable 451,410 54,757
------------- -------------

Net cash provided by operating activities(Y)7,432,745 $ 897,797
------------ ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to equipment (Y) (4,518,967) (551,430)
----------- -----------

Net cash used in investing activities (Y) (4,518,967) (551,430)
------------ -----------

CASH FLOWS USED IN FINANCING ACTIVITIES:
Distributions to owners (Y) (2,540,811) $ (300,416)
------------ -----------

Net cash used in financing activities (Y) (2,540,811) $ (300,416)
------------- -----------

NET INCREASE IN CASH (Y) 372,967 $ 45,951

CASH, beginning of year 3,343,226 402,886
------------ ---------
CASH, end of year (Y) 3,716,193 $ 448,837
============ =========

F-24
119
<PAGE>

SHUN DE YI WAN COMMUNICATION EQUIPMENT PLANT CO., LTD.

NOTES TO THE FINANCIAL STATEMENTS

1. Summary of significant accounting policies
------------------------------------------

a. The reporting entity
--------------------

The financial statements of Shun De Yi Wan Communication Equipment
Plant Co., Ltd. reflects the activities and financial transactions of the
company also known as Yi Wan Manufacture (the Company).

b. Basis of accounting
-------------------

The financial statements are presented on the accrual basis of
accounting. Revenues are recognized when earned and expenses recognized when
incurred.

c. Buildings, equipment and automobiles
------------------------------------

Buildings, equipment, and automobiles are recorded at cost.
Depreciation is computed using the straight-line method over the estimated
useful lives of the assets. Depreciation expense for the year ended December 31,
1997 amounted to $262,727 (RMB(Y)2,167,983). Estimated useful lives of the
assets are as follows:

Estimated Useful Lives (in years)

Buildings 20
Machinery and equipment 10
Computer, office equipment and furniture 5
Automobiles 5

Maintenance, repairs and minor renewals are charged directly to expenses
as incurred. Major additions and betterment to property and equipment are
capitalized.
F-25
120
<PAGE>

SHUN DE YI WAN COMMUNICATION EQUIPMENT PLANT CO., LTD.

NOTES TO THE FINANCIAL STATEMENTS

1. Summary of significant accounting policies (continued)
------------------------------------------------------

d. Use of estimates
----------------

e. Revenue recognition

f. Cash and concentration of risk
------------------------------

Cash includes cash on hand and demand deposits in accounts
maintained with state-owned banks within the People's Republic of China. Total
cash in state owned banks at December 31, 1997 amounted to $411,928
(RMB(Y)3,410,598) of which no deposits are covered by insurance. The Company has
not experienced any losses in such accounts and believes it is not exposed to
any risks on its cash in bank accounts.

g. Inventories

Inventories are stated at the lower of cost or market using the
first-in, first-out basis. The Company's inventory consists of raw materials,
work in process, and finished goods.

h. Intangible assets

SHUN DE YI WAN COMMUNICATION EQUIPMENT PLANT CO., LTD.

NOTES TO THE FINANCIAL STATEMENTS

1. Summary of significant accounting policies (continued)
------------------------------------------------------

i. Taxes

The Company's income is subject to a 17% value added tax (VAT).

A partner of the Company is a foreign company, which results in the
Company being considered as a foreign investment joint venture by the government
and receives special income tax treatment. The Company is subject to central
government income tax at a rate of 30% and 3% provincial government income tax.
However, the Company is exempt from central and provincial government income tax
for two years starting from the first year of profitable operations (years ended
December 31, 1994 and 1995), followed by 50% reduction in the central government
income tax for the next three years (years ended December 31, 1996, 1997 and
1998).

The provision for income taxes consists of the following at December
31, 1997, see note 9 for further explanation on income taxes and the negotiated
settlement with the Chinese government:

RMB US$
---------- ---------
Provision for China Income Tax (Y) 179,146 $ 21,611
Provision for China Local Tax 224,474 27,078
---------- ---------
Total tax provision (Y) 403,620 $ 48,689
========== =========

There is no provision for deferred taxes since there are no timing
differences as of December 31, 1997.

j. Foreign currency translation and transactions

The financial position and results of operations of the Company
is determined using United States dollars as the functional currency. Assets and
liabilities of the Company are translated at the prevailing exchange rate of
8.2796 Renminbi per U.S. dollar in effect Company at December 31, 1997. Income
statement accounts are translated at the weighted-average rate of exchange
during the year also at 8.2898 Renminbi per U.S. dollar. Translation adjustments
arising from the use of different exchange rates from period to period are
included in the cumulative translation adjustment account in owners' equity.
There are no gains and losses resulting from foreign currency transactions.
F-27
122
<PAGE>

SHUN DE YI WAN COMMUNICATION EQUIPMENT PLANT CO., LTD.

NOTES TO THE FINANCIAL STATEMENTS

k. Comprehensive income

Financial Accounting Standards Board's (FASB) Statement No. 130
"Reporting Comprehensive Income" establishes new rules for the reporting and
presentation of comprehensive income and its components. It requires the
Company's foreign currency translation adjustments to be included in other
comprehensive income. However, since the amount on foreign currency translation
adjustment at December 31, 1997 was immaterial, the statement of comprehensive
income is not presented.

l. New Authoritative Pronouncements

The Financial Accounting Standards Board (SFAS) has issued SFAS No.
132, "Employer's Disclosure about Pensions and Other Postretirement Benefits"
and SFAS No. 133, "Accounting for Derivative and Hedging Activities." These
new accounting standards do not have any impact on the Company's financial
statements or financial reporting.

2. Inventories

Inventories are stated at the lower of cost (first-in, first-out
method) or market and consist of the following as of December 31, 1997:

RMB US$
--------------- -------------
Raw Materials (Y) 2,737,971 $ 331,659
Work in Process 921,699 111,072
Finished Goods 2,613,077 314,897
Operating Supplies 50,460 6,081
--------------- -------------
Totals (Y) 6,323,207 $ 763,709
=============== =============

3. Year 2000 Issue

The Company recognizes the potential implications of the Year 2000
(Y2K) issue on systems that may contain date-related transactions, data,
embedded chips, etc. The Company has assessed the impact of the Y2K issue on its
operations and is now in the process of renovating or replacing, as necessary,
the computer applications and business processes to provide for continued
services in the new millennium. An assessment of the preparedness of external
entities that interface with the Company is also ongoing. There can be no
assurance that there will not be a material adverse effect on the Company if its
actions and/or those of related third parties fail to address all significant
issues in a timely manner.
F-28
123
<PAGE>

SHUN DE YI WAN COMMUNICATION EQUIPMENT PLANT CO., LTD.

NOTES TO THE FINANCIAL STATEMENTS

3. Year 2000 Issue (continued)
---------------------------
The costs of the Company's Y2K compliance efforts are expensed as incurred
and are being funded with cash flows from operations. At this time, the costs of
these efforts are not expected to be material to the Company's financial
position or the results of their operations in any given period.

Time and cost estimates are based on currently available information.
Actual results could differ from those estimates.

4. Supplemental disclosure of cash flow information
------------------------------------------------

There was no interest expense or income taxes paid for the year
ended December 31, 1997.

5. Accounts receivable, concentration of credit risk and customers
and suppliers concentration

The Company's business operations are conducted mainly in the
People's Republic of China. During the normal course of business, the Company
extends unsecured credit to its customers located in the province of QuangZhou.
Management reviews its account receivables on a regular basis to determine if
the bad debt allowance is adequate at each year-end. At December 31, 1997, the
Company's accounts receivable included $56,480 (RMB(Y)467,600) of balances over
one year old. According to government regulations with respect to enterprise
financial affairs, the enterprise may write off bad debts of accounts receivable
for tax purposes that remain uncollectible after three years. Management
believes that the accounts are collectible and no allowance for bad debts has
been provided for these accounts as of December 31, 1997.

6. Fair Value of Financial Instruments

SHUN DE YI WAN COMMUNICATION EQUIPMENT PLANT CO., LTD.

NOTES TO THE FINANCIAL STATEMENTS

7. Pension contribution

Regulations in the People's Republic of China require the Company to
contribute to a defined contribution retirement plan for all permanent
employees. All permanent employees are entitled to an annual pension equal to
their basic salary at retirement. The Company pays an annual contribution of 18%
of the city's standard salary of its employees to an insurance company, which is
responsible for the entire pension obligation payable to the retired employees.
For the year ended December 31, 1997, the Company made a pension contribution
which amounted to $13,477 (RMB(Y)111,725).

8. Related party transactions

During the year, the Company had borrowed and advanced money with
one of the joint venture's partner of YiWan Hotel. At December 31, 1997, amounts
receivable from to this related party amounted to $51,605 (RMB(Y)427,265).

9. Subsequent Events

As of December 31, 1997, the Company had no property insurance in
place. However, property insurance was purchased in 1999, which covers all
buildings, equipment, automobiles and inventories of the Company.

On March 20, 2000, the Company negotiated a settlement of all China
income taxes due for the years ending December 31, 1995 through 1998 of
approximately $72,000 (RMB(Y)600,000). The $21,611 (RMB(Y)179,146) represents
the applicable income taxes from the final settlement applicable for the year
ending December 31, 1997.

10. Distribution of Income and Statutory Reserve

The laws and regulations of the People's Republic of China require
that before a Sino-foreign cooperative joint venture enterprise distributes
profits to its joint venture partners, it must first satisfy all tax
liabilities, provide for losses in previous years and make allocations, in
proportions determined at the discretion of the board of directors, after the
statutory reserve to a general reserve fund, an enterprise expansion fund and a
staff welfare and employee bonus fund based on the net income. Combined
statutory reserve at December 31, 1997 amounted to $163,286 (RMB(Y)1,351,822).
Distribution declared to owners for the year ended December 31, 1997 amounted to
$497,610 (RMB(Y)4,125,094). At December 31, 1997, $3,293 (RMB(Y)27,267) remained
unpaid and was paid in May, 1999.
F-30
125
<PAGE>

YI WAN
Maple Leaf High Technology Agriculture Developing

Financial statements as of and for
the years ended December 31, 1999 and 1998
and
Independent Auditors' Report

F-31
126
<PAGE>

Independent Auditors' Report

We have audited the accompanying balance sheets of Yi Wan Maple Leaf
High Technology Agriculture Developing Ltd. Co. (the Farm) as of December 31,
1999 and 1998, and the related statements of income and other comprehensive
income, owners' equity and cash flows for the years then ended. These financial
statements are the responsibility of the Farm's management. Our responsibility
is to express an opinion on these financial statements based on our audit.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Yi Wan Maple Leaf
High Technology Agriculture Developing Ltd. Co. as of December 31, 1999 and
1998, and the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

Moore Stephens Frazer and Torbet, LLP
Certified Public Accountants
Walnut, California

March 13, 2000

F-32
127
<PAGE>

YI WAN MAPLE LEAF HIGH TECHNOLOGY
ARGRICULTURE DEVELOPING LTD. CO.

BALANCE SHEET
AS OF DECEMBER 31, 1999 AND 1998

A S S E T S
<TABLE>
<CAPTION>
1999 1998

----------- ----------- ---------- ----------
RMB US $ RMB US $
----------- ----------- ---------- ----------
<S> <C> <C> <C> <C>

CURRENT ASSETS:
Cash (Y) 381,656 $ 46,096 (Y) 1,365,833 $ 164,978
Accounts receivable, net of allowance
for doubtful
Accounts of $2,357 (RMB(Y)19,521) for
1999 and $3,260 (RMB(Y)26,988) for 1998 818,512 98,860 887,508 107,201
Related party receivable 88,065 10,637 441,128 53,283
Other receivable 55,881 6,749 201,322 24,31
Inventories 2,201,896 265,946 2,141,439 258,662
Prepaid expenses 23,035 2,782 13,800 1,667
----------- ----------- ---------- ----------

Total current assets 3,569,045 431,070 5,051,030 610,109
----------- ----------- ---------- ----------

BUILDINGS, EQUIPMENT AND AUTOMOBILES:
Buildings and improvements 6,286,376 759,270 6,086,376 735,167
Furniture and equipment 562,205 67,903 562,205 67,908
Automobiles 124,000 14,977 124,000 14,978
----------- ----------- ---------- ----------

Totals 6,972,581 842,150 6,772,581 818,053
Less accumulated depreciation 1,070,806 129,332 712,871 86,107
----------- ----------- ---------- ----------

Total buildings, equipment
And automobiles, net 5,901,775 712,818 6,059,710 731,946

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

OTHER ASSETS:
Intangible asset 28,000,000 3,381,847 28,000,000 3,382,092
Less accumulated amortization 1,680,000 202,911 1,120,000 135,284
Intangible asset, net 26,320,000 3,178,936 26,880,000 3,246,808
Deferred tax asset 132,462 15,999
- -
Total other assets 26,452,462 3,194,935 26,880,000 3,246,808
----------- ----------- ---------- ----------

Total assets (Y) 35,923,282 $4,338,823 (Y) 37,990,740 $ 4,588,863
=========== =========== ========== ==========
</TABLE>

The accompanying notes are an integral part of this statement.

F-33
128
<PAGE>

YI WAN MAPLE LEAF HIGH TECHNOLOGY
ARGRICULTURE DEVELOPING LTD. CO.

BALANCE SHEET
AS OF DECEMBER 31, 1999 AND 1998

LIABILITIES AND OWNERS'EQUITY
<TABLE>
<CAPTION>
1999 1998

---------- ---------- ----------- ----------
RMB US $ RMB US $
---------- ---------- ----------- ----------
<S> <C> <C> <C> <C>

CURRENT LIABILITIES:
Accounts payable (Y) 636,860 $ 76,920 (Y 665,360 $ 80,368
Accrued liabilities 62,763 7,581 39,418 4,761
Payable - related party 500,000 60,390
Wage and benefits payable 173,706 20,980 55,240 6,672
Sales tax payable 1,171,858 141,537 856,399 103,444
Income taxes payable 696,838 84,164
Distribution payable to owners 2,187,740 264,236 1,122,652 135,604
Payable to shareholder 735,897 88,882
Note payable 6,000,000 724,734
- -
---------- ---------- ----------- ----------

Total current liabilities 6,165,662 744,690 8,739,069 1,055,583
---------- ---------- ----------- ----------

COMMITMENTS AND CONTINGENCIES
- - - -
---------- ---------- ----------- ----------

OWNERS' EQUITY (EXHIBIT C):
Owners' equity 27,226,343 3,288,520 28,042,660 3,386,992
Statutory reserve 2,531,277 305,739 1,209,011 146,035
Accumulated other compreshensive (126) 253
income
---------- ---------- ----------- ----------

Total owners' equity 29,757,620 3,594,232 29,251,671 3,533,280
---------- ---------- ----------- ----------

Total liabilities and owners' (Y) 35,923,282$ 4,338,823 (Y)37,990,740 $ 4,588,863
equity

========== ========== =========== ==========
</TABLE>

The accompanying notes are an integral part of this statement.

F-34
129
<PAGE>

YI WAN MAPLE LEAF HIGH TECHNOLOGY
ARGRICULTURE DEVELOPING LTD.CO.

STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>

1999 1999 1998 1998
RMB US$ RMB US$
----------- --------- --------- ---------
<S> <C> <C> <C> <C>

NET SALES (Y) 13,307,486 $ 1,607,942 (Y)15,814,01 $ 1,910,159

COST OF SALES 7,453,421 900,596 8,149,479 984,367
----------- --------- --------- ---------
GROSS PROFIT 5,854,065 707,346 7,664,539 925,792

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 2,848,875 344,229 2,111,651 255,064
----------- --------- --------- ---------

INCOME FROM OPERATIONS 3,005,190 363,117 5,552,888 670,728
----------- --------- --------- ---------

OTHER INCOME:
Interest income 130,222 15,730 23,532 2,842
----------- --------- --------- ---------

INCOME BEFORE PROVISION FOR INCOME TAXES 3,135,412 378,847 5,576,420 673,570

PROVISION FOR INCOME TAXES 564,375 68,193 - -
--------- --------- ---------

NET INCOME (Y) 2,571,035 $ 310,653 (Y) 5,576,420 $ 673,570
=========== =========

OTHER COMPREHENSIVE INCOME:
Foreign currency translation adjustment (379) 253
--------- ---------

COMPREHENSIVE INCOME $ 310,274 $ 673,823
========= =========
</TABLE>

The accompanying notes are an integral part of this statement.
F-35
130
<PAGE>

YI WAN MAPLE LEAF HIGH TECHNOLOGY
ARGRICULTURE DEVELOPING LTD. CO.

STATEMENTS OF OWNERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>

1999 1999 1998 1998
OWNERS' EQUITY RMB US $ RMB US $
------------- ------------ ---------- ----------
<S> <C> <C> <C> <C>
Owners' Equity - beginning of year (Y) 28,042,660 $ 3,386,992 (Y)24,797,903 $ 2,995,061

Distributions (2,065,088) (249,422) (1,122,652) (135,604)

Net Income, Exhibit B 2,571,037 310,653 5,576,420 673,570

Adjustment to Statutory Reserve (1,322,266) (159,704) (1,209,011) (146,035)
------------- ------------ ---------- ----------

Owners' Equity - end of year (Y) 27,226,343 $ 3,288,520 (Y)28,042,660 $ 3,386,992
============= ============ ========== ==========

STATUTORY RESERVE 1999 1999 1998 1998
RMB US $ RMB US $
------------- ------------ ---------- ----------

Statutory Reserve - beginning of year (Y) 1,209,011 $ 146,035 (Y) - $ -

Adjustment to Statutory Reserve 1,322,266 159,704 1,209,011 146,035
------------- ------------ ---------- ----------

Statutory Reserve - end of year (Y) 2,531,277 $ 305,739 (Y) 1,209,011 $ 146,035
============= ============ ========== ==========

ACCUMULATED OTHER COMPREHENSIVE INCOME 1999 1998
US $ US $
------------ ----------

Balance - beginning of year $ 253 $ -

Adjustment for Currency Translation (379) 253
------------ ----------
Balance - end of year $ (126) $ 253
============ ==========
</TABLE>

The accompanying notes ate an integral part of this statement.

F-36
131
<PAGE>

YI WAN MAPLE LEAF HIGH TECHNOLOGY
AGRICULTURE DEVELOPING LTD.CO.

STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>

1999 1999 1998 1998
RMB US $ RMB US $
---------- ---------- ----------- -----------
<S> <C> <C> <C> <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (Y) 2,571,037 $ 310,653 (Y) 5,576,420 $ 673,570
Adjustments to reconcile net income to net
cash provided by net cash
provided by operating activities:
Depreciation 357,95 43,225 356,436 43,054
Amortization 560,000 67,872 560,000 67,642
Decrease (increase) in accounts
receivable 68,996 8,341 (509,774) (61,575)
Increase in accounts receivable-
related party 353,063 42,647 (311,544) (37,631)
Decrease (increase) in other
receivable 145,441 17,568 (47,008) (5,678)
Decrease in inventories (60,457) (7,283) 482,710 58,306
(Increase) decrease in prepaid expenses (9,235) (1,115) 138,825 16,769
Increase in deferred tax asset (132,462) (15,999)
(Decrease) increase in accounts payable(28,500) (3,448) 111,900 13,516
Increase in distribution payable to
owners 1,065,088 128,632 1,122,652 135,604
Increase in accrued liabilities 23,345 2,819 21,331 2,577
Increase in wage and benefit payable 118,466 14,308 82,129 9,920
Increase in income taxes payable 696,838 84,164
Increase in payable to related party 500,000 60,390
Decrease other comprehensive income (379) -
Increase payable to shareholder 735,897 88,882
Increase in sales tax payable 315,459 38,094 384,759 46,474
---------- ---------- ----------- -----------
Net cash provided in operating
activities 7,280,911 879,371 7,968,836 962,548
---------- ---------- ----------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to buildings and improvements (200,000) (24,097)
---------- ---------- ----------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on note payable (6,000,000) (724,734) (7,000,000) (845,523)
Distributions to owners (2,065,088) (249,422) (1,122,652) (135,604)
Net cash used in financing
activities (8,065,088) (974,156) (8,122,652) (981,127)
---------- ---------- ----------- -----------
DECREASE IN CASH (984,177) (118,882) (153,816) (18,579)

CASH, beginning of year 1,365,833 164,978 1,519,649 183,557
---------- ---------- ----------- -----------
CASH, end of year (Y) 381,656 $ 46,096 (Y) 1,365,833 $ 164,978
========== ========== =========== ===========
</TABLE>

The accompanying notes are an integral part of this statement.

F-37
132
<PAGE>

YI WAN MAPLE LEAF HIGH TECHNOLOGY
AGRICULTURE DEVELOPING LTD.CO

NOTES TO THE FINANCIAL STATEMENTS

1. Summary of significant accounting policies
------------------------------------------

a. The reporting entity
--------------------

The financial statements reflect the activities of Yi Wan Maple
Leaf High Technology Agriculture Developing Ltd. Co., also known as Yi Wan Farm
(the Farm).

The Farm is a foreign investment joint venture with a twelve year
term and with registered capital of approximately $2,416,000 (RMB(Y)20,000,000),
established under the laws of the People's Republic of China on December 4,
1996. The Farm's income sources include income from the sales of seafood raised
and produced in constructed ponds.

b. Basis of accounting
-------------------

The financial statements are presented on the accrual basis of
accounting. Revenues are recognized when earned and expenses recognized when
incurred.

c. Buildings, equipment and automobiles
------------------------------------

Buildings, equipment, and automobiles are recorded at cost.
Depreciation is computed using the straight-line method over the estimated
useful lives of the assets. Depreciation expense for the years ended December
31, 1999 and 1998 amounted to $43,225 (RMB(Y)357,935) and $43,054
(RMB(Y)356,436), respectively. Estimated useful lives of the assets are as
follows:

Estimated Useful Life (in years)

Buildings 20
Machinery and equipment 10
Computer, office equipment and furniture 5
Automobiles 5

Maintenance, repairs and minor renewals are charged directly to
expenses as incurred. Major additions and betterment to property and equipment
are capitalized.

F-38
133
<PAGE>

YI WAN MAPLE LEAF HIGH TECHNOLOGY
AGRICULTURE DEVELOPING LTD.CO

NOTES TO THE FINANCIAL STATEMENTS

1. Summary of significant accounting policies (continued)
-------------------------------------------------------

d. Use of estimates
----------------

e. Cash and concentration of risk

Cash includes cash on hand and demand deposits in accounts
maintained with state-owned banks within the People's Republic of China. Total
cash in state owned banks at December 31, 1999 and 1998 amounted to $43,488
(RMB(Y)360,056) and $154,456 (RMB(Y)1,278,727), respectively, of which no
deposits are covered by insurance. The Farm has not experienced any losses in
such accounts and believes it is not exposed to any risks on its cash in bank
accounts.

f. Inventories

Inventories are stated at the lower of cost or market using the
first-in, first-out basis. The Farm's inventories consist of fish, shrimp,
soft-shelled turtles, crab, feed, seeds, and supplies. Included as part of the
inventoried costs on seafood are direct labor and applicable overhead incurred
over time to raise the seafood products until taken to market.

g. Intangible assets

All land in the People's Republic of China is owned by the
government and can not be sold to any individual or company. However, the
government grants the user a "land use right" (the Right) to use the land. The
Farm has purchased the Right to use the farmland for 50 years from the
government for a fee in the amount of $3,381,847 (RMB(Y)28,000,000). The Farm's
Right has been registered under a related party's (through common ownership)
name. The Farm is in the process of applying for a name change which has not
been finalized as of the date of the report.

These Rights have been classified as an intangible asset on the
accompanying financial statements and are being amortized using the
straight-line method over the life of the Rights. Amortization expense for the
years ended December 31, 1999 and 1998 amounted to $67,872 (RMB(Y)560,000) and
$67,642 (RMB(Y)560,000), respectively.

F-39
134
<PAGE>

YI WAN MAPLE LEAF HIGH TECHNOLOGY
AGRICULTURE DEVELOPING LTD.CO

NOTES TO THE FINANCIAL STATEMENTS

1. Summary of significant accounting policies (continued)
-------------------------------------------------------

h. Taxes

Revenues of the Farm operation are subject to an 8% sales tax, and
is shown as a reduction of sales.

A partner of the Farm is a foreign company, which results in the
Farm being considered as foreign investment joint venture by the government,
receiving special income tax treatment. The Farm is subject to a central
government income tax at a rate of 30% and 3% provincial government income tax.
However, the Farm is exempt from central and provincial government income tax
for two years, starting with the first year of profitable operations (years
ended December 31, 1997 and 1998), followed by a 50% reduction in central
government income tax for current year and the next three years (years ended
December 31, 1999, 2000 and 2001).

The provision for income taxes consisted of the following:

1999
------------------------------------
RMB US$
----------------- ---------------
Provision for China Income Tax (Y) 580,698 $ 70,159
Provision for China Local Tax 116,139 14,033
----------------- ---------------
696,837 84,192
Deferred taxes (132,462) (15,999)
----------------- ---------------
Total tax provision (Y) 564,375 $ 68,193
================= ===============

The deferred taxes on the accompanying financial statements
represents temporary differences relating to the deduction of expenses deducted
for financial statement purposes and not for tax purposes.

i. Foreign currency translation and transactions

F-40
135
<PAGE>

YI WAN MAPLE LEAF HIGH TECHNOLOGY

AGRICULTURE DEVELOPING LTD.CO

NOTES TO THE FINANCIAL STATEMENTS

1. Summary of significant accounting policies (continued)
-------------------------------------------------------

dollar for the years ended December 31, 1999 and 1998, respectively. Translation
adjustments arising from the use of different exchange rates from period to
period are included in the cumulative translation adjustment account in owners'
equity.

j. New Authoritative Pronouncements

The Financial Accounting Standards Board (SFAS) has issued SFAS No.
132, "Employer's Disclosure about Pensions and Other Postretirement Benefits"
and SFAS No. 133, "Accounting for Derivative and Hedging Activities." These new
accounting standards do not have any impact on the Farm's financial statements
or financial reporting.

2. Inventories

Inventories are stated at the lower of cost (first-in, first-out
method) or market and consist of the following as of December 31, 1999 and 1998:

1999 1998
RMB US $ RMB US $
--- ---- --- ----
Turtle (Y) 639,952 $ 77,294(Y) 825,574 $ 99,720

Shrimp 576,402 69,617 438,943 53,019
Fish 354,449 42,810 350,411 42,326

Crab 316,303 38,203 161,250 19,478

Other 314,790 38,022 365,261 44,119
--- ------- -- ------ ---------- -- ------
Totals (Y) 2,201,896 $ 265,946(Y) 2,141,439 $ 258,662
========= ======= ========= =======

3. Year 2000 Issue

YI WAN MAPLE LEAF HIGH TECHNOLOGY
AGRICULTURE DEVELOPING LTD.CO

NOTES TO THE FINANCIAL STATEMENTS

3. Year 2000 Issue (continued)
---------------------------
or replacing, as necessary, the computer applications and business processes to
provide for continued services in the new millennium. An assessment of the
preparedness of external entities that interface with the Farm is also ongoing.
There can be no assurance that there will not be a material adverse effect on
the Farm if its actions and/or those of related third parties fail to address
all significant issues in a timely manner.

The costs of the Farm's Y2K compliance efforts are expensed as
incurred and are being funded with cash flows from operations. At this time, the
costs of these efforts are not expected to be material to the Farm's financial
position or the results of their operations in any given period.

4. Note payable

The note payable at December 31, 1998 was paid off in 1999 and
consisted of the following at December 31, 1998:

1998
----
RMB US $
--- ----

Note payable, JiaoZuo
local government,
unsecured,
variable amount
payable monthly,
balance due
September,1999, no (Y) 6,000,000 $ 724,734
========= =======
interest

5. Supplemental disclosure of cash flow information
------------------------------------------------

There are no cash paid for interest expense and income taxes for the
year ended December 31, 1999 and 1998.
F-42
137
<PAGE>

YI WAN MAPLE LEAF HIGH TECHNOLOGY
AGRICULTURE DEVELOPING LTD.CO

NOTES TO THE FINANCIAL STATEMENTS

6. Accounts receivable, concentration of credit risk and customers
and suppliers concentration

The Farm's operations are conducted mainly in the People's Republic
of China. During the normal course of business, the Farm extends unsecured
credit to its customers located in the province of Henan. Management reviews its
account receivables on a regular basis to determine if the bad debt allowance is
adequate at each year-end. At December 31, 1999 and1998, the Farm's allowance
for bad debts was reserved for $2,357 (RMB(Y)19,521) and $3,260 (RMB(Y)26,988),
respectively. Approximately 18% and 97% of the Farm's sales and purchases are
made to a small number of customers and suppliers on an open account basis and
generally no collateral is required.

7. Fair value of financial instruments

The carrying amount of cash, trade accounts receivable, trade
accounts payable and accrued liabilities are reasonable estimates of their fair
value because of the short maturity of these items.

8. Pension contribution

Regulations in the People's Republic of China require the Farm to
contribute to a defined contribution retirement plan for all permanent
employees. All permanent employees are entitled to an annual pension equal to
their basic salary at retirement. There were no contributions for the Farm's
employees due to their non-permanent status.

9. Related party transactions

The Farm sells seafood to a related party (through common
ownership). Intercompany accounts receivable amounted to $10,637 (RMB(Y)88,065)
and $53,283 (RMB(Y)441,128) at December 31, 1999 and 1998 and intercompany sales
amounted to $ 60,800 (RMB(Y)503,184 ) and $56,203 (RMB(Y)465,297) for the years
ended December 31, 1999 and 1998.

10. Commitments and contingencies

On January 23, 1997, the Farm leased delivery automobiles and
certain refrigerators. The leases are classified as non-cancelable operating
leases. Future minimum rents for the ensuing five years are as follows:
F-43
138
<PAGE>

YI WAN MAPLE LEAF HIGH TECHNOLOGY
AGRICULTURE DEVELOPING LTD.CO

NOTES TO THE FINANCIAL STATEMENTS

December 31 RMB US $
------------ ---- ----

2000 396,000 47,832
2001 396,000 47,832
2002 396,000 47,832
2003 396,000 47,832
2004 396,000 47,832
Thereafter - -

Rental expense for the year ended December 31, 1999 and 1998
amounted to $47,832 (RMB(Y)396,000 ) and $47,832 (RMB(Y)396,000), respectively.

11. Property Insurance

There was no insurance coverage in 1999 and 1998 for the Farm's
assets and inventories which amounted to approximately $1,108,096
(RMB(Y)9,174,477) and $1,076,715 (RMB(Y)8,914,020) at December 31, 1999 and
1998, respectively.

12. Distribution of Income and Statutory Reserve

The laws and regulations of the People's Republic of China require
that before a Sino-foreign cooperative joint venture enterprise distributes
profits to its joint venture partners, it must first satisfy all tax
liabilities, provide for losses in previous years and make allocations, in
proportions determined at the discretion of the board of directors, after the
statutory reserve to a general reserve fund, an enterprise expansion fund and a
staff welfare and employee bonus fund based on the net income. Combined
statutory reserve at December 31, 1999 and 1998 amounted to $159,704 (RMB
(Y)1,322,266) and $146,035 (RMB(Y)1,209,011), respectively. Distributions
declared to the partners for the years ended December 31, 1999 and 1998 amounted
to $249,422 (RMB(Y)2,065,088) and $135,604 (RMB(Y)1,122,652), respectively.
F-44
139
<PAGE>

YI WAN
Maple Leaf High Technology Agriculture Developing

Financial statements as of and for
the year ended December 31, 1997
and
Independent Auditors' Report

F-45
140
<PAGE>

Independent Auditors' Report

We have audited the accompanying balance sheet of Yi Wan Maple Leaf
High Technology Agriculture Developing Ltd. Co. as of December 31, 1997, and the
related statements of income, owners' equity and cash flows for the year then
ended. These financial statements are the responsibility of the Farm's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Yi Wan Maple Leaf High
Technology Agriculture Developing Ltd. Co. as of December 31, 1997, and the
results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.

Moore Stephens Frazer and Torbet, LLP
Certified Public Accountants
Walnut, California

July 30, 1999

F-46
141
<PAGE>

YI WAN MAPLE LEAF HIGH TECHNOLOGY
AGRICULTURE DEVELOPING LTD. CO

BALANCE SHEET
AS OF DECEMBER 31, 1997
<TABLE>
<CAPTION>

CURRENT ASSETS RMB US $
--- ---
<S> <C> <C>
Cash (Y) 1,519,649 183,541

Accounts receivable, net of allowance for
doubtful accounts of $ 0 377,734 45,622
Related party receivable 129,584 15,651
Other receivable 154,314 18,638
Inventories 2,624,149 316,941
Prepaid expenses 152,625 18,435
---------- -----------

Total current assets (Y) 4,958,055 $ 598,828
---------- -----------

BUILDINGS, EQUIPMENT AND AUTOMOBILES:
Buildings and improvements (Y) 6,086,376 $ 735,105
Furniture and equipment 562,205 67,902
Automobiles 124,000 14,977
---------- -----------

Totals (Y) 6,772,581 $ 817,984
Less accumulated depreciation 356,435 43,050
---------- -----------

Total buildings, equipment
and automobiles, net (Y) 6,416,146 $ 774,934
---------- -----------

OTHER ASSETS:
Intangible asset, net of accumulated
amortization of $ 67,636 (RMB(Y)560,000)(Y) 27,440,000 $ 3,314,170
---------- ----------
Total other assets (Y) 27,440,000 $ 3,314,170
---------- -----------
Total assets (Y) 38,814,201 $ 4,687,932
========== ===========
</TABLE>

The accompanying notes are an integral part of this statement.

F-47
142
<PAGE>

YI WAN MAPLE LEAF HIGH TECHNOLOGY
AGRICULTURE DEVELOPING LTD. CO

BALANCE SHEET
AS OF DECEMBER 31, 1997

LIABILITIES AND OWNERS' EQUITY
<TABLE>
<CAPTION>

RMB US $
--- ----
<S> <C> <C>

CURRENT LIABILITIES
Accounts payable (Y) 526,571 $ 63,599
Accrued liabilities 18,087 2,184
Sales tax payable 471,640 56,964
Note payable 13,000,000 1,570,124
----------- -----------

Total current liabilities (Y) 14,016,298 $ 1,692,871
---------- -----------

COMMITMENTS AND CONTINGENCIES (Y) $
---------- -----------

OWNERS' EQUITY (EXHIBIT C):
Owners' equity (Y) 24,797,903 $ 2,995,061
Statutory reserve ---------- ----------

Total owners' equity (Y) 24,797,903 $ 2,995,061
---------- -----------

Total liabilities and owners' equity(Y) 38,814,201 $ 4,687,932
========== ===========
</TABLE>

The accompanying notes are an integral part of this statement.
F-48
143
<PAGE>

YI WAN MAPLE LEAF HIGH TECHNOLOGY
AGRICULTURE DEVELOPING LTD. CO.

STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1997

RMB US $
--- ----

NET SALES (Y) 14,452,013 $ 1,743,349

COST OF SALES 6,763,366 815,866
--------- ---------

GROSS PROFIT (Y) 7,688,647 $ 927,483

SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES 2,922,485 352,540
----------- ---------

INCOME FROM OPERATIONS (Y) 4,766,162 $ 574,943
---------- ----------

OTHER INCOME:
Interest income (Y) 31,741 $ 3,829
----------- ----------

INCOME BEFORE PROVISION FOR
INCOME TAXES (Y) 4,797,903 $ 578,772

PROVISION FOR INCOME TAXES - -
----------- -----------

NET INCOME (Y) 4,797,903 $ 578,772
=========== =========

The accompanying notes are an integral part of this statement.

F-49
144
<PAGE>

YI WAN MAPLE LEAF HIGH TECHNOLOGY
AGRICULTURE DEVELOPING. CO.

STATEMENT OF OWNERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1997

OWNERS' EQUITY RMB US $
-------------- --- ----

Owners' Equity - Beginning of the year (Y) 20,000,000 $ 2,410,161

Distributions - -

Net Income, Exhibit B (Y) 4,797,903 578,772

Adjustment for Currency Translation 6,128
-------- --------

Owners' Equity - End of the year (Y) 24,797,903 $ 2,995,061
============ =============

The accompanying notes are an integral part of this statement.

50
145
<PAGE>

YI WAN MAPLE LEAF HIGH TECHNOLOGY
AGRICULTURE DEVELOPING LTD. CO.

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1997

RMB US $
--- ----

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (Y) 4,797,903 $ 578,772
Adjustments to reconcile net income to net cash
provided by net cash provided by operating
activities:
Depreciation 356,435 43,050
Amortization 560,000 67,636
Increase in accounts receivable (377,734) (45,622)
Increase in accounts receivable-related party(129,584) (15,651)
Increase in other receivable (154,314) (18,638)
Increase in inventories (396,730) (48,248)
Increase in prepaid expenses (152,625) (18,434)
Increase in accounts payable 526,571 63,599
Decrease in accrued liabilities 18,087 2,184
Increase in sales tax payable 471,640 56,964
--------- -----------

Net cash provided in operating activities(Y)5,519,649 $ 663,054
--------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments on note payable (Y)(4,500,000) $ (538,767)
---------- -----------
Net cash used in financing activities (Y)(4,500,000) $ (538,767)
---------- -----------

INCREASE IN CASH (Y) 1,019,649 $ 123,226

CASH, beginning of year 500,000 60,254
---------- -----------

CASH, end of year (Y) 1,519,649 $ 183,541
========== ==========

The accompanying notes are an integral part of this statement.

F-51
146
<PAGE>

YI WAN MAPLE LEAF HIGH TECHNOLOGY
AGRICULTURE DEVELOPING LTD. CO.

NOTES TO THE FINANCIAL STATEMENTS

1. Summary of significant accounting policies
------------------------------------------

a. The reporting entity
--------------------

The financial statements reflect the activities of Yi Wan Maple Leaf
High Technology Agriculture Developing Ltd Co., also known as Yi Wan Farm (the
Farm).

The Farm is a foreign investment joint venture with a twelve-year
term and with registered capital of approximately $2,416,000 (RMB(Y)20,000,000),
established under the laws of the People's Republic of China on December 4,
1996. The Farm's income sources include income from the sales of seafood raised
and produced in constructed ponds.

b. Basis of accounting
-------------------

The financial statements are presented on the accrual basis of
accounting. Revenues are recognized when earned and expenses recognized when
incurred.

c. Buildings, equipment and automobiles
------------------------------------

Buildings, equipment, and automobiles are recorded at cost.
Depreciation is computed using the straight-line method over the estimated
useful lives of the assets. Depreciation expense for the year ended December 31,
1997 amounted to $43,050 (RMB(Y) 356,436). Estimated useful lives of the assets
are as follows:

Estimated Useful Life (in years)

Buildings 20
Machinery and equipment 10
Computer, office equipment and furniture 5
Automobiles 5

Maintenance, repairs and minor renewals are charged directly to
expenses as incurred. Major additions and betterment to property and equipment
are capitalized.
F-52
147
<PAGE>

YI WAN MAPLE LEAF HIGH TECHNOLOGY
AGRICULTURE DEVELOPING LTD. CO.

NOTES TO THE FINANCIAL STATEMENTS

1. Summary of significant accounting policies (continued)
-------------------------------------------------------

d. Use of estimates
----------------

e. Cash and concentration of risk
------------------------------

Cash includes cash on hand and demand deposits in accounts
maintained with state-owned banks within the People's Republic of China. Total
cash in state-owned banks at December 31, 1997 amounted to $173,872
(RMB(Y)1,439,594 of which no deposits are covered by insurance. The Farm has not
experienced any losses in such accounts and believes it is not exposed to any
risks on its cash in back accounts.

f. Inventories

g. Intangible assets

All land in the People's Republic of China is owned by the
government and can not be sold to any individual or company. However, the
government grants the user a "land use right" (the Right) to use the land. The
Farm has purchased the Right to use the farmland for 50 years from the
government for a fee in the amount of $3,381,806 (RMB(Y)28,000,000). The Farm's
Right has been registered under a related party's (through common ownership)
name. The Farm is in the process of applying for a name change which has not
been finalized as of the date of the report.

These Rights have been classified as an intangible asset on the
accompanying financial statements and are being amortized using the
straight-line method over the life of the Rights. Amortization expense for the
year ended December 31, 1997, amounted to $67,636
F-53
148
<PAGE>

YI WAN MAPLE LEAF HIGH TECHNOLOGY
AGRICULTURE DEVELOPING LTD. CO.

NOTES TO THE FINANCIAL STATEMENTS

(RMB(Y)560,000). Accumulated amortization at December 31, 1997, amounted to
$67,636 (RMB(Y)560,000).

h. Taxes

Revenues of the Farm operation are subject to an 8% sales tax, and
is shown as a reduction of sales.

A partner of the Farm is a foreign company, which results in the
Farm being considered a foreign investment joint venture by the government,
receiving special income tax treatment. The Farm is subject to a central
government income tax at a rate of 30% and 3% provincial government income tax.
However, the Farm is exempt from central and provincial government income tax
for two years, starting with the first year of profitable operations (years
ended December 31, 1997 and 1998), followed by a 50% reduction in central
government income tax for the next three years (years ended December 31, 1999,
2000 and 2001).

i. Foreign currency translation and transactions

The financial position and results of operations of the Farm is
determined using United States dollars as the functional currency. Assets and
liabilities of the Farm are translated at the prevailing exchange rate of 8.2796
Renminbi per U.S. dollar in effect at December 31, 1997. Income statement
accounts are translated at the weighted-average rate of exchange during the
year, also at 8.2898 Renminbi per U.S. dollar. Translation adjustments arising
from the use of different exchange rates from period to period are included in
the cumulative translation adjustment account in owners' equity. There are no
gains and losses resulting from foreign currency transactions.

j. Comprehensive income

Financial Accounting Standards Board's (FASB) Statement No. 130
"Reporting Comprehensive Income" establishes new rules for the reporting and
presentation of comprehensive income and its components. It requires the Farm's
foreign currency translation adjustments to be included in other comprehensive
income. However, since the amount on foreign currency translation adjustment at
December 31, 1997 was immaterial, the statement of comprehensive income is not
presented.
F-54
149
<PAGE>

YI WAN MAPLE LEAF HIGH TECHNOLOGY
AGRICULTURE DEVELOPING LTD. CO.

NOTES TO THE FINANCIAL STATEMENTS

k. New Authoritative Pronouncements

The Financial Accounting Standards Board (SFAS) has issued
SFAS No. 132, "Employer's Disclosure about Pensions and Other Postretirement
Benefits" and SFAS No. 133, "Accounting for Derivative and Hedging Activities."
These new accounting standards do not have any impact on the Farm's financial
statements or financial reporting.

2. Inventories

Inventories are stated at the lower of cost (first-in, first-out
method) or market and consist of the following as of December 31, 1997:

RMB US $
---- ----

Raw Material - Feeds (Y) 260,114 $ 31,416
Raw Material - Others 29,367 3,547
Work in process 2,334,668 281,978
----------- -----------

Totals (Y) 2,624,149 $ 316,941
========== ==========
3. Year 2000 Issue

The Farm recognizes the potential implications of the Year 2000
(Y2K) issue on systems that may contain date-related transactions, data,
embedded chips, etc. The Farm has assessed the impact of the Y2K issue on its
operations and is now in the process of renovating or replacing, as necessary,
the computer applications and business processes to provide for continued
services in the new millennium. An assessment of the preparedness of external
entities that interface with the Farm is also ongoing. There can be no assurance
that there will not be a material adverse effect on the Farm if its actions
and/or those of related third parties fail to address all significant issues in
a timely manner.

Time and cost estimates are based on currently available
information. Actual results could differ from those estimates.
F-55
150
<PAGE>

YI WAN MAPLE LEAF HIGH TECHNOLOGY
AGRICULTURE DEVELOPING LTD. CO.

NOTES TO THE FINANCIAL STATEMENTS

4. Note payable

Note payable at December 31 consist of the following:

RMB US $
---- ----
Note payable, JiaoZuo local
government, unsecured, variable
amount payable monthly, balance
due September1999, no interest (Y)13,000,000 $ 1,570,124
========== ==========

5. Supplemental disclosure of cash flow information
------------------------------------------------

There was no interest expense or income taxes paid for the year
ended December 31, 1997.

6. Accounts receivable, concentration of credit risk and customers
and suppliers concentration

The Farm's operations are conducted mainly in the People's Republic
of China. During the normal course of business, the Farm extends unsecured
credit to its customers located in the province of HeNan. Management reviews its
account receivables on a regular basis to determine if the bad debt allowance is
adequate at each year-end. Management has determined that no bad debt allowance
was required at December 31, 1997. Approximately 30% and 75% of the Farm's sales
and purchases are made to a small number of customers and suppliers on an open
account basis and generally no collateral is required.

7. Fair value of financial instruments

The carrying amount of cash, trade accounts receivable, trade
accounts payable and accrued liabilities are reasonable estimates of their fair
value because of the short maturity of these items.

8. Pension contribution

YI WAN MAPLE LEAF HIGH TECHNOLOGY
AGRICULTURE DEVELOPING LTD. CO.

NOTES TO THE FINANCIAL STATEMENTS

9. Related party transactions

The Farm sells inventory to a related party (through common
ownership). Intercompany accounts receivable amounted to $15,651 (RMB(Y)129,584)
at December 31, 1997 and intercompany sales amounted to $56,203 (RMB(Y)465,297)
for the year ended December 31,1997.

10. Commitments and contingencies

December 31 RMB US $
------------ ---- ----

1998 (Y) 396,000 $ 47,832
1999 396,000 47,832
2000 396,000 47,832
2001 396,000 47,832
2002 396,000 47,832
Thereafter - -

Rental expense for the year ended December 31, 1997, amounted to
$47,832 (RMB(Y)396,000).

11. Property Insurance

There was no insurance coverage in 1997 for the Farm's assets and
inventories, which amounted to approximately $1,134,925 (RBM(Y)9,396,730) at
December 31, 1997.
F-57
152
<PAGE>

YI WAN MAPLE LEAF HIGH TECHNOLOGY
AGRICULTURE DEVELOPING LTD. CO.

NOTES TO THE FINANCIAL STATEMENTS

12. Distribution of Income and Statutory Reserve

The laws and regulations of the People's Republic of China require
that before a Sino-foreign cooperative joint venture enterprise distributes
profits to its joint venture partners, it must first satisfy all tax
liabilities, provide for losses in previous years and make allocations, in
proportions determined at the discretion of the board of directors, after the
statutory reserve to a general reserve fund, an enterprise expansion fund and a
staff welfare and employee bonus fund based on the net income. Due to the first
year operation, no amounts were reserved at December 31, 1997. There were no
owners distributions declared for the year ended of December 31, 1997.
F-58
153
<PAGE>

JIAOZUO YI WAN HOTEL CO., LTD
Financial Statements as of and for
the years ended December 31, 1999 and 1998
and
Independent Auditors' Report

F-59
154
<PAGE>

Independent Auditors' Report

We have audited the accompanying balance sheets of Jiaozuo Yi Wan
Hotel Co., Ltd. (the Hotel) as of December 31, 1999 and 1998, and the related
statements of income, owners' equity and cash flows for the years then ended.
These financial statements are the responsibility of the Hotel's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Jiaozuo Yi Wan Hotel
Co., Ltd. as of December 31, 1999 and 1998, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

Moore Stephens Frazer and Torbet, LLP
Certified Public Accountants
Walnut, California

March 13, 2000

F-60
155
<PAGE>

JIAOZUO YI WAN HOTEL CO., LTD

BALANCE SHEET
AS OF DECEMBER 31, 1999 AND 1998

ASSETS
<TABLE>
<CAPTION>
1999 1998
---------- ----------- ----------- -------------
RMB US $ RMB US $
---------- ----------- ----------- -------------
<S> <C> <C> <C> <C>

CURRENT ASSETS:
Cash (Y) 6,921,122 $ 835,935 (Y) 1,795,783 $ 216,911
Accounts receivable, net of allowance for
doubtful accounts of $ 2,859,373 345,356 924,401 111,657
Related party receivable 502,000 60,632 - -
Other receivable 2,678,093 323,461 732,220 88,444
Inventories 1,023,851 123,661 694,333 83,868
Prepaid expenses 41,490 5,011 43,000 5,194
---------- ----------- ----------- -------------

Total current assets 14,025,929 1,694,055 4,189,737 506,074
---------- ----------- ----------- -------------

BUILDINGS, EQUIPMENT AND AUTOMOBILES:
Buildings and improvements 144,754,693 17,483,507 142,817,055 17,250,728
Furniture and equipment 25,223,219 3,046,466 25,496,609 3,079,710
Automobiles 476,230 57,519 476,230 57,523
---------- ----------- ----------- -------------

Totals 170,454,142 20,587,492 168,789,894 20,387,961
Less accumulated depreciation 24,391,485 2,946,009 15,564,789 1,880,055
---------- ----------- ----------- -------------

Total buildings, equipment
and automobiles, net 146,062,657 17,641,483 153,225,105 18,507,906
---------- ----------- ----------- -------------

OTHER ASSETS:
Intangible asset 13,000,000 1,570,143 13,000,000 1,570,257
Less accumulated amortization 975,000 117,761 650,000 78,513
---------- ----------- ----------- -------------
Intangible asset,net 12,025,000 1,452,382 12,350,000 1,491,744
Deferred tax asset 132,461 15,999 - -
---------- ----------- ----------- -------------
Total other assets 12,157,461 1,468,381 12,350,000 1,491,744
---------- ----------- ----------- -------------

Total assets (Y) 172,246,04 $20,803,919 (Y)169,764,842$20,505,724
========== =========== =========== =============
</TABLE>

The accompanying notes are an integral part of this statement.

F-61
156
<PAGE>

JIAOZUO YI WAN HOTEL CO., LTD

BALANCE SHEET
AS OF DECEMBER 31, 1999 AND 1998

LIABILITIES AND OWNERS'EQUITY
<TABLE>
<CAPTION>
1999 1998
---------------------- ---------------------------
RMB US $ RMB US $
<S> <C> <C> <C> <C>

CURRENT LIABILITIES:
Accounts payable (Y) 1,255,547 $ 151,645(Y) 747,423 $ 90,281
Accounts payable - related party 248,705 30,039 476,768 57,588
Accrued liabilities 3,381,031 408,362 2,459,682 297,103
Sales tax payable 5,224,096 630,968 3,299,342 398,524
Income taxes payable 4,816,241 581,707 - -
Distribution payable to owners 21,176,125 2,557,657 16,954,787 2,047,952
Contracts payable 572,478 69,144 19,752,477 2,385,882
---------- ---------- ------------ -------------

Total current liabilities 36,674,223 4,429,521 43,690,479 5,277,330
---------- ---------- ------------ -------------

COMMITMENTS AND CONTINGENCIES
- - - -
---------- ---------- ------------ -------------

OWNERS' EQUITY (EXHIBIT C):
Owners' equity 97,726,670 11,805,500 104,880,880 12,668,455
Statutory reserve 37,845,156 4,571,132 21,193,483 2,559,939
Accumulated other comprehensive
income - (2,234) - -
---------- ---------- ------------ -------------

Total owners' equity 135,571,826 16,374,398 126,074,363 15,228,394
---------- ---------- ------------ -------------

Total liabilities and owners'(Y) 172,246,04$ 20,803,919(Y)169,764,842 $ 20,505,724
equity

========== ========== ============ =============
</TABLE>

The accompanying notes are an integral part of this statement.

F-62
157
<PAGE>

JIAOZUO YI WAN HOTEL CO., LTD.

STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>

1999 1999 1998 1998
RMB US$ RMB US$
----------- ----------- ---------- ---------
<S> <C> <C> <C> <C>

NET SALES (Y) 66,135,596 $ 7,991,155 63,836,494$ 7,710,746

COST OF SALES 16,584,882 2,003,949 14,556,757 1,758,296
----------- ----------- ---------- ---------

GROSS PROFIT 49,550,714 5,987,206 49,279,737 5,952,450

SELLING, GENERAL AND ADMINISTRATIVE 21,676,428 2,619,160 20,250,829 2,446,077
EXPENSES ----------- ----------- ---------- ---------

INCOME FROM OPERATIONS 27,874,286 3,368,046 29,028,908 3,506,373
----------- ----------- ---------- ---------

OTHER INCOME:
Interest income 31,768 3,838 167,499 20,232
Other expense (75,397) (9,110) (42,253) (5,104)
----------- ----------- ---------- ---------

Total other income (expense) (43,629) (5,272) 125,246 15,128
----------- ----------- ---------- ---------

INCOME BEFORE PROVISION FOR INCOME TAXES 27,830,657 3,362,774 29,154,154 3,521,501

PROVISION FOR INCOME TAXES 5,011,856 605,582 - -
----------- ----------- ---------- ---------

NET INCOME (Y) 22,818,801 $ 2,757,192 29,154,154$ 3,521,501
=========== ==========

OTHER COMPREHENSIVE INCOME:
Foreign currency translation adjustment (2,234) -
----------- ---------

COMPREHENSIVE INCOME 2,754,958 3,521,501
=========== =========
</TABLE>

The accompanying notes are an integral part of this statement.

F-63
158
<PAGE>

JIAOZUO YI WAN HOTEL CO., LTD.

STATEMENTS OF OWNERS' EQUIPMENT
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>

1999 1999 1998 1998
OWNERS' EQUITY RMB US $ RMB US $
------------ ---------- ----------- -----------
<S> <C> <C> <C> <C>
Owners' Equity - beginning of year (Y)104,880,880 $ 12,668,455 (Y) 113,874,996 $ 13,754,845

Distributions (13,321,338) (1,608,954) (16,954,787) (2,047,952)

Net Income, Exhibit B 22,818,801 2,757,192 29,154,154 3,521,501

Adjustment to Statutory Reserve (16,651,673) (2,011,193) (21,193,483) (2,559,939)
------------ ----------- ----------- ------------

Owners' Equity - end of year (Y) 97,726,670 $ 11,805,500 (Y) 104,880,880 $ 12,668,455
============ ========== =========== ===========

1999 1999 1998 1998
STATUTORY RESERVE RMB US $ RMB US $
------------ ---------- ----------- -----------

Statutory Reserve - beginning (Y) 21,193,483 $ 2,559,939 (Y) - $ -

Adjustment to Statutory Reserve 16,651,673 2,011,193 21,193,483 2,559,939
------------ ---------- ----------- -----------

Statutory Reserve - end of year (Y) 37,845,156 $ 4,571,132 (Y) 21,193,483 $ 2,559,939
============ ========== =========== ===========

1999 1998
ACCUMULATED OTHER COMPREHENSIVE INCOME US $ US $
---------- -----------

Balance - beginning of year $ - $ -

Adjustment tor currency translation (2,234)
---------- -----------

Balance - end of year
$ (2,234) $ -
========== ===========
</TABLE>

The accompanying notes are an integral part of this statement.

F-64
159
<PAGE>

JIAOZUO YI WAN HOTEL CO., LTD.

STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>

1999 1999 1998 1998
RMB US $ RMB US $
---------- ---------- ---------- ------------
<S> <C> <C> <C> <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (Y) 22,818,801 $ 2,757,192 (Y) 29,154,154 $ 3,521,501
Adjustments to reconcile net income to cash
Provided by operating activites:
Depreciation 8,826,696 1,065,954 8,766,637 1,058,913
Amortization 325,000 39,248 325,000 39,256
Increase in accounts receivable (1,934,972) (233,699) (170,383) (20,580)
Increase in related party receivable (502,000) (60,632) - -
Increase in other receivable (1,945,873) (235,017) (177,999) (21,500)
(Increase) decrease in inventories (329,518) (39,793) 42,808 5,171
Decrease (increase) in prepaid expenses 1,510 183 (40,000) (4,832)
Increase in deferred tax asset (132,461) (15,999) - -
Adjustment for Currency Translation - (2,234) - -
Increase in accounts payable 508,124 61,364 50,937 6,153
(Decrease) increase in accounts
payable - related party (228,063) (27,549) 311,544 37,630
Increase in distribution payable
to owners 4,221,338 509,705 16,954,787 2,047,952
Increase in accrued liabilities 921,349 111,259 1,481,122 178,903
Increase in income taxes payable 4,816,241 581,707 - -
Increase in sales tax payable 1,924,754 232,444 1,928,065 232,889
---------- ---------- ---------- ----------
Net cash provided by operating
activities 39,290,925 4,744,134 58,626,672 7,081,456
---------- ---------- ---------- ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of improvements and automobiles (1,664,247) (199,418) (185,256) (22,376)
---------- ---------- ---------- ------------
Net cash used in financing
activities (1,664,247) (199,418) (185,256) (22,376)
---------- ---------- ---------- ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on contracts payable (20,380,000)(2,461,674) (40,200,001) (4,855,717)
Proceeds contracts and notes payable 1,200,000 144,936 - -
Distributions to owners (13,321,338)(1,608,954) (16,954,787) (2,047,952)
---------- ---------- ---------- ------------
Net cash used in financing
activities (32,501,338)(3,925,692) (57,154,788) (6,903,669)
---------- ---------- ---------- ------------

INCREASE IN CASH 5,125,340 619,024 1,286,628 155,411

CASH, beginning of year 1,795,783 216,911 509,155 61,500
---------- ---------- ---------- ------------

CASH, end of year (Y) 6,921,122 $ 835,935 (Y) 1,795,783 $ 216,911
========== ========== ========== ============
</TABLE>

The accompanying notes are an integral part of this statement.

F-65
160
<PAGE>

JIAOZUO YI WAN HOTEL CO., LTD

NOTES TO THE FINANCIAL STATEMENT

1. Summary of significant accounting policies
------------------------------------------

a. The reporting entity
--------------------

The financial statements reflect the activities and financial
transactions of Jiaozuo Yi Wan Hotel Co., Ltd. (the Hotel) also known as Yi Wan
Hotel.

The Hotel is a foreign investment joint venture with a fifteen-year
term and with registered capital of approximately $11,958,000 (RMB(Y)99,000,000)
established under the laws of the People's Republic of China on December 25,
1996. The Hotel's income sources include income from rooms, restaurants, sauna,
bowling center and nightclub.

b. Basis of accounting
-------------------

The financial statements are presented on the accrual basis of
accounting. Revenues are recognized when earned and expenses recognized when
incurred.

c. Buildings, equipment and automobiles
------------------------------------

Buildings, equipment, and automobiles are recorded at cost.
Depreciation is computed using the straight-line method over the estimated
useful lives of the assets. Depreciation expense for the years ended December
31, 1999 and 1998 amounted to $1,065,954 (RMB(Y)8,826,696) and $1,058,913
(RMB(Y)8,766,637), respectively. Estimated useful lives of the assets is as
follows:

Estimated Useful Life (in years)

Buildings 20
Machinery and equipment 10
Computer, office equipment and furniture 5
Automobiles 5

Maintenance, repairs and minor renewals are charged directly to
expenses as incurred. Major additions and betterment to property and equipment
are capitalized.

F-66
161
<PAGE>

JIAOZUO YI WAN HOTEL CO., LTD

NOTES TO THE FINANCIAL STATEMENT

1. Summary of significant accounting policies (continued)
------------------------------------------------------

d. Use of estimates
----------------

e. Cash and concentration of risk
------------------------------

Cash includes cash on hand and demand deposits in accounts
maintained with state-owned banks within the People's Republic of China. Total
cash in state-owned banks at December 31, 1999 and 1998 amounted to $814,524
(RMB(Y)6,743,853) and $149,135 (RMB(Y)1,234,674), respectively, of which no
deposits are covered by insurance. The Hotel has not experienced any losses in
such accounts and believes it is not exposed to any risks on its cash in bank
accounts.

f. Inventories

Inventories are stated at the lower of cost or market using the first-in,
first-out basis. The Hotel's inventory consists of food products, alcohol and
beverages, and supplies.

g. Intangible assets

All land in the People's Republic of China is owned by the government and
can not be sold to any individual or company. However, the government grants the
user a "land use right" (the Right) to use the land. The Hotel has purchased the
Right to use the land for 40 years from the government for a fee in the amount
of $1,570,257 (RMB(Y)13,000,000). The Hotel's Right has been registered under
the name of one of the joint venture partners. The Hotel is in the process of
applying for a name change of the Right which has not been finalized as of the
date of this report.

The Right has been classified as an intangible asset on the
accompanying financial statements and is being amortized using the straight-line
method over the life of the Right. Amortization expense for the year ended
December 31, 1999 and 1998 amounted to $39,270 (RMB(Y)325,000) and $39,256
(RMB(Y)325,000).
F-67
162
<PAGE>

JIAOZUO YI WAN HOTEL CO., LTD

NOTES TO THE FINANCIAL STATEMENT

h. Taxes

Certain revenues of the Hotel operations are subject to sales and
cultural taxes ranging from 3% to 10%. This tax is shown as a reduction of
sales. A partner of the Hotel is a foreign company, which results in the Hotel
being considered as a foreign investment joint venture by the government and
receives special income tax treatment. The Company is subject to central
government income tax at a rate of 30% and a 3% provincial government income
tax. The Hotel is exempt from central and provincial government income tax for a
period of two years (years ended December 31, 1997 and 1998), followed by a 50%
reduction in the central government income tax for a period of three years
(years ended December 31, 1999, 2000 and 2001).

The provision for income taxes consist of the following:

RMB US$
-------------- ---------------
Provision for China Income Tax (Y) 4,286,930 $ 517,984
Provision for China Local Tax 857,387 103,597
-------------- ---------------
5,144,317 621,581
Deferred taxes (132,461) (15,999)
-------------- ---------------
Total tax provision (Y) 5,011,856 $ 605,582
============== ===============

The deferred taxes on the accompanying financial statements
represents temporary differences relating to the deduction of expenses deducted
for financial statement purposes and not for tax purposes.

i. Foreign currency translation and transactions

The financial position and results of operations of the Hotel
is determined using United States dollars as the functional currency. Assets and
liabilities of the Hotel is translated at the prevailing exchange rate of 8.2795
and 8.2789 Renminbi per U.S. dollar in effect at December 31, 1999 and 1998,
respectively. Income statement accounts are translated at the weighted-average
rate of exchange during 1999 and 1998 at 8.2761 and 8.2789 Renminbi per U.S.
dollar, respectively. Translation adjustments arising from the use of different
exchange rates from period to period are included in the cumulative translation
adjustment account in owners' equity.
F-68
163
<PAGE>

JIAOZUO YI WAN HOTEL CO., LTD

NOTES TO THE FINANCIAL STATEMENT

j. New Authoritative Pronouncements

The Financial Accounting Standards Board has issued SFAS No. 132,
"Employer's Disclosure about Pensions and Other Postretirement Benefits" and
SFAS No. 133, "Accounting for Derivative and Hedging Activities." These new
accounting standards do not have any impact on the Hotel's financial statements
or financial reporting.

2. Inventories

Inventories are stated at the lower of cost (first-in, first-out
method) or market and consist of the following as of December 31, 1999 and 1998:

1999 1998
---- ----
RMB US $ RMB US $
--- ---- --- ----

Supplies and other (Y) 582,332 $ 70,334(Y) 268,003 $ 32,372
inventory
Food, cigarettes and
liquor 441,519 53,327 426,330 51,496
---------- --------- ---------- ----------
Totals (Y)1,023,851 $ 123,661(Y) 694,333 $ 83,868
========= ======== =========== ==========

3. Year 2000 Issue

The Hotel recognizes the potential implications of the Year 2000
(Y2K) issue on systems that may contain date-related transactions, data,
embedded chips, etc. The Hotel has assessed the impact of the Y2K issue on its
operations and is now in the process of renovating or replacing, as necessary,
the computer applications and business processes to provide for continued
services in the new millennium. An assessment of the preparedness of external
entities that interface with the Hotel is also ongoing. There can be no
assurance that there will not be a material adverse effect on the Hotel if its
actions and/or those of related third parties fail to address all significant
issues in a timely manner.

The costs of the Hotel's Y2K compliance efforts are expensed as
incurred and are being funded with cash flows from operations. At this time, the
costs of these efforts are not expected to be material to the Hotel's financial
position or the results of their operations in any given period.

Time and cost estimates are based on currently available
information. Actual results could differ from those estimated.
F-69
164
<PAGE>

JIAOZUO YI WAN HOTEL CO., LTD

NOTES TO THE FINANCIAL STATEMENT

4. Contracts payable

Contracts payable at December 31, 1999 and 1998 consist of the
following:
1999 1998
---- ----
RMB US $ RMB US $
--- ---- --- ----
Contracts payable,
various vendors,
unsecured, due on
demand, no
interest (Y) 572,478 $ 69,144 (Y)19,752,477 $2,385,882
======== ======= ========== =========

5. Supplemental disclosure of cash flow information
------------------------------------------------

No interest expense payments were made for the years ended December
31, 1999 and 1998. For the year ending December 31, 1999, $39,641
(RMB(Y)328,078) of income tax payments were made as compared to none for the
prior year.

6. Accounts receivable, concentration of credit risk and customers
concentration

The Hotel's business operations are conducted mainly in the People's
Republic of China. During the normal course of business, the Hotel extends
unsecured credit to its customers. Management reviews its account receivables on
a regular basis to determine if the bad debt allowance is adequate at each
year-end.

7. Fair Value of Financial Instruments

The carrying amount of cash, trade accounts receivable, trade
accounts payable and accrued liabilities are reasonable estimates of their fair
value because of the short maturity of these items.

8. Pension contribution

Regulations in the People's Republic of China require the Hotel to
contribute to a defined contribution retirement plan for all permanent
employees. All permanent employees are entitled to an annual pension equal to
their basic salary at retirement. The Hotel pays an annual contribution of 24%
of the city's standard salary of its employees to an insurance company which is
responsible for the entire pension obligation payable to the retired employees.
For the years ended December 31, 1999 and 1998, the Hotel made pension
contributions in the amount of $14,933 (RMB(Y)123,593) $18,836 (RMB(Y)155,938),
respectively.
F-70
165
<PAGE>

JIAOZUO YI WAN HOTEL CO., LTD

NOTES TO THE FINANCIAL STATEMENT

9. Related party transactions

During the year, the Hotel had borrowed and advanced money with one
of the partners of the Hotel. At December 31, 1999 and 1998, amounts payable to
this related party amounted to $4,305 (RMB(Y)35,640). In addition, the Hotel
also purchases seafood from a related party through common ownership.
Inter-company accounts payable amounted to $10,636 (RMB(Y)88,065) and $53,283
(RMB(Y)441,128) at December 31, 1999 and 1998, respectively. Intercompany cost
of sales amounted to $60,800 (RMB(Y)503,184) and $56,203 (RMB(Y)465,297) for the
years ended December 31, 1999 and 1998, respectively.

10. Distribution of Income and Statutory Reserve

The laws and regulations of the People's Republic of China require
that before a Sino-foreign cooperative joint venture enterprise distributes
profits to its partners, it must first satisfy all tax liabilities, provide for
losses in previous years and make allocations, in proportions determined at the
discretion of the board of directors, after the statutory reserve to a general
reserve fund, an enterprise expansion fund and a staff welfare and employee
bonus fund based on the net income. Statutory reserves at December 31, 1999 and
1998, amounted to $4,570,947 (RMB(Y)37,845,156) and $2,559,939
(RMB(Y)21,193,483), respectively. Distributions declared to owners for the year
ended December 31, 1999 and 1998 amounted to $1,608,954 (RMB(Y)13,321,338) and
$2,047,952 (RMB(Y)16,954,787).
F-71
166
<PAGE>

JIAOZUO YI WAN HOTEL CO., LTD

Financial statements as of and for
the year ended December 31, 1997
and
Independent Auditors' Report

F-72
167
<PAGE>

Independent Auditors' Report

We have audited the accompanying balance sheet of Jiaozuo Yi Wan
Hotel Co., Ltd. (the Hotel) as of December 31, 1998, and the related statements
of income, owners' equity and cash flows for the year then ended. These
financial statements are the responsibility of the Hotel's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Jiaozuo Yi Wan Hotel
Co., Ltd. as of December 31, 1998, and the results of its operations and its
cash flows for the year then ended in conformity with generally accepted
accounting principles.

Moore Stephens Frazer and Torbet, LLP
Certified Public Accountants
Walnut, California

July 30, 1999

F-73
168
<PAGE>

JIAOZUO YI WAN HOTEL CO., LTD.

BALANCE SHEET
AS OF DECEMBER 31, 1997

ASSETS
RMB US $
--- ----
CURRENT ASSETS
Cash (Y) 509,155 $ 61,495
Accounts receivable, 754,018 91,069
Other receivable 554,221 66,938
Inventories 737,141 89,031
Prepaid expenses 3,000 362

Total current assets (Y) 2,557,535 $ 308,896
------------ ------------

BUILDINGS, EQUIPMENT AND AUTOMOBILES:
Buildings and improvements (Y) 142,817,055 $ 17,249,270
Furniture and equipment 25,537,353 3,084,370
Automobiles 250,230 30,222
-------------- ---------

Totals (Y) 168,604,638 $ 20,363,862

Less accumulated depreciation 6,798,152 821,073
-------------- ------------

Total buildings, equipment
and automobiles, net (Y) 161,806,486 $ 19,542,790
------------ ----------

OTHER ASSETS:
Intangible asset, net of accumulated amortization
of $39,256 (RMB(Y)325,000) (Y) 12,675,000 $ 1,530,871
------------ -----------

Total other assets (Y) 12,675,000 $ 1,530,871
------------ -----------

Total assets (Y) 177,039,021 $ 21,382,557
============ ==========

The accompanying notes are an integral part of this statement.
F-74
169
<PAGE>

JIAOZUO YI WAN HOTEL CO., LTD.

BALANCE SHEET
AS OF DECEMBER 31, 1997

LIABILITIES AND OWNERS' EQUITY

RMB US $
---- ----
CURRENT LIABILITIES:
Accounts payable (Y) 696,486 $ 84,121
Accounts payable - related party 129,584 15,651
Accrued liabilities 1,014,200 122,494
Sales tax payable 1,371,277 165,621
Note payable 59,952,478 7,240,987
------------ -----------
Total current liabilities (Y) 63,164,025 $ 7,628,874
------------ -----------

COMMITMENTS AND CONTINGENCIES (Y) $
----------- ----------

OWNERS' EQUITY (EXHIBIT C):
Owners' equity (Y) 113,874,996 $ 13,753,683
----------- -----------

Total liabilities and owners' equity(Y) 177,039,021 $ 21,382,557
=========== ===========

The accompanying notes are an integral part of this statement.
F-75
170
<PAGE>

JIAOZUO YI WAN HOTEL CO., LTD.

STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 1997

RMB US $
--- ----

NET SALES (Y) 44,508,360 $ 5,369,051

COST OF SALES 10,402,265 1,254,827
---------- ------------

GROSS PROFIT (Y) 34,106,095 $ 4,114,224

OPERATING EXPENSE 19,343,158 2,333,368
------------ ------------

INCOME FROM OPERATIONS (Y) 14,762,937 $ 1,780,856
------------ ------------

OTHER INCOME:
Interest income (Y) 112,059 $ 13,517
-------------- --------------

Total other income (Y) 112,059 $ 13,518
-------------- --------------

INCOME BEFORE PROVISION FOR
INCOME TAXES (Y) 14,874,996 $ 1,794,373

PROVISION FOR INCOME TAXES - -
-------------- -------------

NET INCOME (Y) 14,874,996 $ 1,794,373
============ ============

The accompanying notes are an integral part of this statement.
F-76
171
<PAGE>

JIAOZUO YI WAN HOTEL CO., LTD.

STATEMENT OF OWNERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1997

OWNERS' EQUITY RMB US $
--- ----

Owners' Equity - Beginning of year (Y) 87,342,000 $ 10,525,415

Contributions 11,658,000 1,408,039

Net Income, Exhibit B 14,874,996 1,794,373

Adjustment for Currency Translation - 25,856

Owners' Equity - End of year (Y) 113,874,996 $ 13,753,683
============= ===========

The accompanying notes are an integral part of this statement.
F-77
172
<PAGE>

JIAOZUO YI WAN HOTEL CO.,LTD.

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>
<S> <C> <C>
RMB US $
--- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (Y) 14,874,996 $ 1,794,373
Adjustments to reconcile net income to net cash
provided by net cash provided by operating
activities:
Depreciation 6,798,152 821,073
Amortization 325,000 39,256
Increase in accounts receivable (754,018) (91,069)
Increase in other receivable (554,221) (66,938)
Increase in inventories (570,200) (68,913)
Increase in prepaid expenses (3,000) (362)
Increase in accounts payable 696,486 84,121
Increase in accounts payable-related party 129,584 15,651
Currency translation adjustment 25,856
Increase in accrued liabilities 1,014,200 122,494
Increase in sales taxes payable 1,371,277 165,621
------------- -------------

Net cash provided in operating activities (Y) 23,328,256 $ 2,841,163
------------ ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets (Y) (81,902,709) $ (9,917,650 )

Acquisition of intangible asset (13,000,000) (1,570,127)
------------ ------------
Net cash used in investing activities (Y) (94,902,709) $(11,487,777)
------------ -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 59,420,609 7,176,749
Owners' contribution 11,658,000 1,410,250
------------ ------------
Net cash used in financing activities (Y) 71,078,609 $ 8,586,999
------------ ------------

DECREASE IN CASH (Y) (495,844) $ (59,615)

CASH, beginning of year 1,004,999 121,110
------------- -------------

CASH, end of year (Y) 509,155 $ 61,495
============== =============
</TABLE>

The accompanying notes are an integral part of this statement.
F-78
173
<PAGE>

JIAOZUO YI WAN HOTEL CO., LTD.

NOTES TO THE FINANCIAL STATEMENTS

1. Summary of significant accounting policies
------------------------------------------

a. The reporting entity
--------------------

The financial statements reflect the activities and financial
transactions of Jiaozuo Yi Wan Hotel Co., Ltd. (the Hotel) also known as Yi Wan
Hotel.

The Hotel is a foreign investment joint venture with a fifteen-year
term and with registered capital of approximately $11,958,000 (RMB
(Y)99,000,000) established under the laws of the People's Republic of China on
December 25, 1996. The Hotel's income sources include income from rooms,
restaurants, sauna, bowling center and nightclub.

b. Basis of accounting
-------------------

The financial statements are presented on the accrual basis of
accounting. Revenues are recognized when earned and expenses recognized when
incurred.

c. Buildings, equipment and automobiles
------------------------------------

Buildings, equipment, and automobiles are recorded at cost.
Depreciation is computed using the straight-line method over the estimated
useful lives of the assets. Depreciation expense for the year ended December 31,
1997 amounted to $821,073 (RMB(Y)6,798,152). Estimated useful lives of the
assets are as follows:

Estimated Useful Life (in years)

Buildings 20
Machinery and equipment 10
Computer, office equipment and furniture 5
Automobiles 5

Maintenance, repairs and minor renewals are charged directly to
expenses as incurred. Major additions and betterment to property and equipment
are capitalized.
F-79
174
<PAGE>

JIAOZUO YI WAN HOTEL CO., LTD.

NOTES TO THE FINANCIAL STATEMENTS

1. Summary of significant accounting policies (continued)
------------------------------------------------------

d. Use of estimates
----------------

e. Cash and concentration of risk
------------------------------

Cash includes cash on hand and demand deposits in accounts
maintained with state-owned banks within the People's Republic of China. Total
cash in state-owned banks at December 31, 1997 amounted to $32,655
(RMB(Y)270,375) of which no deposits are covered by insurance. The Hotel has not
experienced any losses in such accounts and believes it is not exposed to any
risks on its cash in bank accounts.

f. Inventories

Inventories are stated at the lower of cost or market using the first-in,
first-out basis. The Hotel's inventory consists of food products, alcohol and
beverages, and supplies.

g. Intangible assets

All land in the People's Republic of China is owned by the government and
can not be sold to any individual or company. However, the government grants the
user a "land use right" (the Right) to use the land. The Hotel has purchased the
Right to use the land for 40 years from the government for a fee in the amount
of $1,570,257 (RMB(Y)13,000,000). The Hotel's Right has been registered under
the name of one of the joint venture partners. The Hotel is in the process of
applying for a name change of the Right which has not been finalized as of the
date of this report.

The Right has been classified as an intangible asset on the
accompanying financial statements and are being amortized using the
straight-line method over the life of the Right. Amortization expense for the
year ended December 31, 1997 amounted to $39,256 (RMB(Y)325,000). Accumulated
amortization at December 31, 1997 amounted to $39,256 (RMB(Y)325,000).
F-80
175
<PAGE>

JIAOZUO YI WAN HOTEL CO., LTD.

NOTES TO THE FINANCIAL STATEMENTS

1. Summary of significant accounting policies (continued)
------------------------------------------------------

h. Taxes

Certain revenues of the Hotel operations are subject to sales and
cultural taxes ranging from 3% to 10%. This tax is shown as a reduction of
sales.

A partner of the Hotel is a foreign company, which results in the
Hotel being considered as a foreign investment joint venture by the government
and receives special income tax treatment. The Hotel is exempt from central and
provincial government income tax for a period of two years (years ended December
31, 1997 and 1998), followed by a 50% reduction in the central government income
tax for a period of three years (years ended December 31, 1999, 2000 and 2001).

i. Foreign currency translation and transactions

The financial position and results of operations of the Hotel
is determined using United States dollars as the functional currency. Assets and
liabilities of the Hotel is translated at the prevailing exchange rate of 8.2796
Renminbi per U.S. dollar in effect at December 31, 1997. Income statement
accounts are translated at the weighted-average rate of exchange during the year
also at 8.2898 Renminbi per U.S. dollar. Translation adjustments arising from
the use of different exchange rates from period to period are included in the
cumulative translation adjustment account in owners' equity.

j. Comprehensive Income

Financial Accounting Standards Board's (FASB) Statement No. 130
"Reporting Comprehensive Income" establishes new rules for the reporting and
presentation of comprehensive income and its components. It requires the Hotel's
foreign currency translation adjustments to be included in other comprehensive
income. However, since the amount on foreign currency translation adjustment at
December 31, 1997 was immaterial, the statement of comprehensive income is not
presented.

k. New Authoritative Pronouncements

JIAOZUO YI WAN HOTEL CO., LTD.

NOTES TO THE FINANCIAL STATEMENTS

2. Inventories

Inventories are stated at the lower of cost (first-in, first-out
method) or market and consist of the following as of December 31, 1997:

RMB US $
---- ----

Supplies inventory (Y) 141,614 $ 17,104
Food, cigarettes and liquor 595,527 71,927
---------- ----------

Totals (Y) 737,141 $ 89,031
========= ==========

3. Year 2000 Issue

Time and cost estimates are based on currently available
information. Actual results could differ from those estimated.

4. Contracts payable

Contracts payable at December 31 consist of the following:

RMB US $
---- ----
Contracts payable, various vendors,
unsecured, due on demand,
no interest (Y)59,952,478 $ 7,240,987
========== ==========
F-82
177
<PAGE>

JIAOZUO YI WAN HOTEL CO., LTD.

NOTES TO THE FINANCIAL STATEMENTS

5. Supplemental disclosure of cash flow information
------------------------------------------------

There are no cash paid for interest expense and income taxes for the
year ended December 31, 1997.

6. Accounts receivable, concentration of credit risk and customers
concentration

7. Fair Value of Financial Instruments

The carrying amount of cash, trade accounts receivable, trade
accounts payable and accrued liabilities are reasonable estimates of their fair
value because of the short maturity of these items.

8. Pension contribution

Regulations in the People's Republic of China require the Hotel to
contribute to a defined contribution retirement plan for all permanent
employees. All permanent employees are entitled to an annual pension equal to
their basic salary at retirement. The Hotel pays an annual contribution of 24%
of the city's standard salary of its employees to an insurance company which is
responsible for the entire pension obligation payable to the retired employees.
For the year ended December 31, 1997, the Hotel made pension contributions in
the amount of $27,126 (RMB(Y)224,872).

9. Related party transactions

During the year, the Hotel purchases seafood from a related party
through common ownership. Intercompany accounts payable amounted to $15,651 (RMB
(Y)129,584) at December 31, 1997 and intercompany cost of sales amounted to
$56,203 (RMB(Y)465,297) for the year ended December 31,1997.

10. Subsequent Events

As of December 31, 1997, the Hotel had no property insurance in
place. However, property insurance was purchased in July of 1999, which covers
all buildings, equipment and inventories of the Hotel.
F-83
178
<PAGE>

JIAOZUO YI WAN HOTEL CO., LTD.

NOTES TO THE FINANCIAL STATEMENTS

11. Distribution of Income and Statutory Reserve

The laws and regulations of the People's Republic of China require
that before a Sino-foreign cooperative joint venture enterprise distributes
profits to its partners, it must first satisfy all tax liabilities, provide for
losses in previous years and make allocations, in proportions determined at the
discretion of the board of directors, after the statutory reserve to a general
reserve fund, an enterprise expansion fund and a staff welfare and employee
bonus fund based on the net income. Since 1997 was the first year business
operation, statutory reserves are not required by the Chinese government. No
distributions were declared to the owners for the year ended December 31, 1997.

F-84
179
<PAGE>

Date Filed: ** SEC File No.*

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

EXHIBITS

REGISTRATION STATEMENT

ON FORM S-4

UNDER

THE SECURITIES ACT OF 1934

Brilliant Sun Industry Co.

(Consecutively numbered pages 180 through 201 of this Registration Statement)

180
<PAGE>

INDEX TO EXHIBITS

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

SEC REFERENCE TITLE OF DOCUMENT LOCATION
NUMBER
- ----------------------------------------------------------------------
2.1 Agreement and Plan of Merger TBPBA
and Reorganization
- -----------------------------------------------------------------------
3.1 Articles of Incorporation of Page 182
Registrant
- -----------------------------------------------------------------------
3.2 Bylaws of Registrant Page 184
- -----------------------------------------------------------------------
3.3 Amended Articles of TBPBA
Incorporation of
Wiremedia.com, Inc.
- -----------------------------------------------------------------------
3.4 Amended Articles of TBPBA
Incorporation of
Wiremedia.com, Inc.
- ----------------------------------------------------------------------
4.1 Form of Common Stock Information is
included in
articles and
bylaws
- -----------------------------------------------------------------------
5.1 Legal Opinion of Williams Law Page 198
Group
- -----------------------------------------------------------------------
10.1 TBPBA TBPBA
- -----------------------------------------------------------------------
23.1 Consent of MOORE STEPHENS Page 200
FRAZER AND TORBET, LLP
- -----------------------------------------------------------------------
23.2 Consent of Williams Law Group Included in 5
P.A. above
- -----------------------------------------------------------------------

TBPBA - To be provided by amendment

181
<PAGE>

EXHIBIT 3.1

ARTICLES OF INCORPORATION OF

Brilliant Sun Industry Co.

182
<PAGE>

Fax Audit # (((H99000010659 3))) ARTICLES OF INCORPORATION OF Brilliant
Sun Industry Co.

ARTICLE I - NAME, PRINCIPAL OFFICE AND MAILING ADDRESS

The name of this corporation is Brilliant Sun Industry Co. and the principal
office and mailing address of this corporation is 2503 W. Gardner Ct. Tampa Fl
33611.

ARTICLE II - PURPOSE
This corporation is organized to include the transaction of any or all lawful
business for which corporations may be incorporated under Chapter 607, Florida
Statutes (1975) as presently enacted and as it may be amended from time to time.

ARTICLE III - INCORPORATOR AND REGISTERED AGENT
The address of the registered agent and incorporator of this corporation is 2503
W. Gardner Ct. Tampa Fl 33611, and the name of the registered agent and
incorporator is Michael T. Williams.

ARTICLE IV - ELECTION OF BOARD OF DIRECTORS
Directors are elected by a plurality of the votes cast by the shares entitled to
vote in the election at a meeting at which a quorum is present.

ARTICLE IV - CAPITAL STOCK
This corporation is authorized to issue 50,000,000 shares of no par value common
stock, which shall be designated as "Common Shares" and Twenty Million shares of
no par value preferred stock, which shall be designated as "Preferred Shares."
The Preferred Shares may be issued in such series and with such rights,
privileges, and preferences as determined solely by the Board of Directors.

ARTICLE VI - AFFILIATED TRANSACTIONS / CONTROL SHARE ACQUISITIONS The
Corporation expressly elects not to be governed by Sections 607.0901 and
607.0902 of the Florida Enterprise Corporations Act, relating to affiliated
transactions and control share acquisitions, respectively.

- --------------------
I hereby accept the appointment as Registered Agent and agree to act in this
capacity.

/s/ Michael T. Williams May 4, 1999
Signature/Registered Agent Date

/s/ Michael T. Williams May 4, 1999
Signature/Incorporator Date
Prepared By: Michael T. Williams, Esq. 2503 W. Gardner Ct. Tampa FL 33611
Florida Bar: 300322 Phone and Fax: 813.831.9348 Fax Audit # (((H99000010659

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EXHIBIT 3.2

BY-LAWS

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BYLAWS
OF

Brilliant Sun Industry Co.

ARTICLE I - MEETINGS OF SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders of this
corporation shall be held at the time and place designated by the Board of
Directors of the corporation. The annual meeting of shareholders for any year
shall be held no later than thirteen (13) months after the last preceding annual
meeting of shareholders. Business transacted at the annual meeting shall include
the election of directors of the corporation.

Section 2. Special Meetings. Special meetings of the shareholders shall be
held when directed by the Board of Directors, or when requested in writing by
the holders of not less than ten percent (10%) of all the shares entitled to
vote at the meeting. A meeting requested by shareholders shall be called for a
date not less than ten (10) or more than sixty (60) days after the request is
made, unless the shareholders requesting the meeting designate a later date. The
call for the meeting shall be issued by the Secretary, unless the President,
Board of Directors, or shareholders requesting the meeting designate another
person to do so.

Section 3. Place. Meetings of shareholders may be held within or without
the State of Florida.

Section 4. Notice. Written notice stating the place, day and hour of the
meeting and, in the case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than ten (10) nor more than
sixty (60) days before the meeting, either personally or by first class mail, by
or at the direction of the President, the Secretary, or the officer or persons
calling the meeting to each shareholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail addressed to the shareholder at his address as it
appears on the stock transfer books of the corporation, with postage thereon
prepaid.

Section 5. Notice of Adjourned Meetings. When a meeting is adjourned to
another time or place, it shall not be necessary to give any notice of the
adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken, and at the adjourned
meeting any business may be transacted that might have been transacted on the
original date of the meeting. If, however, after the adjournment the Board of
Directors fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting shall be given as provided in this section to each shareholder
of record on the new record date entitled to vote at such meeting.

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Section 6. Closing of Transfer Books and Fixing Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholder of any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other purpose, the Board of Directors may provide that the stock transfer
books shall be closed for a stated period but not to exceed, in any case, sixty
(60) days. If the stock transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least ten (10) days immediately
preceding such meeting.

In lieu of closing the stock transfer books, the Board of Directors may
fix in advance a date as the record date for any determination of shareholders,
such date in any case to be not more than sixty (60) days and, in case of a
meeting of shareholders, not less than ten (10) days prior to the date on which
the particular action requiring such determination of shareholders is to be
taken.

If the stock transfer books are not closed and no record date is fixed for
the determination of shareholders entitled to notice or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.

When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof, unless the Board of Directors fixes a new
record date for the adjourned meeting.

Section 7. Voting Record. The officers or agent having charge of the stock
transfer books for shares of the corporation shall make, at least ten (10) days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting or any adjournment thereof, with the address of
and the number and class and series, if any, of shares held by each. The list,
for a period of ten (10) days prior to such meeting, shall be kept on file at
the registered office of the corporation, at the principal place of business of
the corporation or at the office of the transfer agent or register of the
corporation and any shareholder shall be entitled to inspect the list at any
time during usual business hours. The list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any shareholder at any time during the meeting.

If the requirements of this section have not been substantially complied
with, the meeting on demand of any shareholder in person or by proxy, shall be
adjourned until the requirements are complied with. If no such demand is made,
failure to comply with the requirements of this section shall not affect the
validity of any action taken at such meeting.

Section 8. Shareholder Quorum and Voting. A majority of the shares
entitled to vote, represented in person or by proxy, shall constitute a quorum

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at a meeting of shareholders. When a specified item of business is required to
be voted on by a class or series a majority of the shares of such class or
series shall constitute a quorum for the transaction of such item of business by
that class or series.

If a quorum is present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on the subject matter shall be
the act of the shareholders unless otherwise provided by law.

After a quorum has been established at a shareholders' meeting, the
subsequent withdrawal of shareholders, so as to reduce the number of
shareholders entitled to vote at the meeting below the number required for a
quorum, shall not affect the validity of any action taken at the meeting or any
adjournment thereof.

Section 9. Voting of Shares. Each outstanding share, regardless of class,
shall be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders.

Treasury shares, shares of stock of this corporation owned by another
corporation the majority of the voting stock of which is owned or controlled by
this corporation, and shares of stock of this corporation held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.

A shareholder may vote either in person or by proxy executed in writing by
the shareholder or his duly authorized attorney-in-fact.

At each election for directors, every shareholder entitled to vote at such
election shall have the right to vote, in person or by proxy, the number of
shares owned by him for as many persons as there are directors to be elected at
that time and for whose election he has a right to vote.

Shares standing in the name of another corporation, domestic or foreign,
may be voted by the officer, agent, or proxy designated by the bylaws of the
corporate shareholder; or, in the absence of any applicable bylaw, by such
person as the Board of Directors of the corporate shareholder may designate.
Proof of such designation may be made by presentation of a certified coy of the
bylaws or other instrument of the corporate shareholder. In the absence of any
such designation, or in case of conflicting designation by the corporate
shareholder, the chairman of the board, president, any vice president, secretary
and treasurer of the corporate shareholder shall be presumed to possess, in that
order, authority to vote such shares.

Shares held by an administrator, executor, guardian or conservator may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing gin the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.

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Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority so to do be
contained in an appropriate order of the court by which such receiver was
appointed.

A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledge, and
thereafter the pledgee or his nominee shall be entitled to vote the shares so
transferred.

On and after the date on which written notice of redemption of redeemable
shares has been mailed to the holders thereof and a sum sufficient to redeem
such shares has been deposited with a bank or trust company with irrevocable
instruction and authority to pay the redemption price to the holders thereof
upon surrender of certificates therefor, such shares shall not be entitled to
vote on any matter and shall not be deemed to be outstanding shares.

Section 10. Proxies. Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting or a
shareholders' duly authorized attorney-in-fact may authorize another person or
persons to act for him by proxy.

Every proxy must be signed by the shareholder or his attorney-in-fact. No
proxy shall be valid after the expiration of eleven (11) months from the date
thereof unless otherwise provided in the proxy. Every proxy shall be revocable
at the pleasure of the shareholder executing it, except as otherwise provided by
law.

The authority of the holder of a proxy to act shall not be revoked by the
incompetence or death of the shareholder who executed the proxy unless, before
the authority is exercised, written notice of an adjudication of such
incompetence or of such death is received by the corporate officer responsible
for maintaining the list of shareholders.

If a proxy for the same shares confers authority upon two (2) or more
persons and does not otherwise provide, a majority of them present at the
meeting, or if only one (1) is present then that one, may exercise all the
powers conferred by the proxy; but if the proxy holders present at the meeting
are equally divided as to the right and manner of voting in any particular case,
the voting of such shares shall be prorated.

If a proxy expressly provides, any proxy holder may appoint in writing a
substitute to act in his place.

Section 11. Voting Trusts. Any number of shareholders of this corporation
may create a voting trust for the purpose of conferring upon a trustee or
trustees the right to vote or otherwise represent their shares, as provided by

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law. Where the counterpart of a voting trust agreement and the copy of the
record of the holders of voting trust certificates has been deposited with the
corporation as provided by law, such documents shall be subject to the same
right of examination by a shareholder of the corporation, in person or by agent
or attorney, as are the books and records of the corporation, and such
counterpart and such copy of such record shall be subject to examination by any
holder or record of voting trust certificates either in person or by agent or
attorney, at any reasonable time for any proper purpose.

Section 12. Shareholders' Agreements. Two (2) or more shareholders, of
this corporation may enter an agreement providing for the exercise of voting
rights in the manner provided in the agreement or relating to any phase of the
affairs of the corporation as provided by law. Nothing therein shall impair the
right of this corporation to treat the shareholders of record as entitled to
vote the shares standing in their names.

Section 13. Action by Shareholders Without a Meeting. Any action required
by law, these bylaws, or the articles of incorporation of this corporation to be
taken at any annual or special meeting of shareholders of the corporation, or
any action which may be taken at any annual or special meeting of such
shareholders, may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted. If
any class of shares is entitled to vote thereon as a class, such written consent
shall be required of the holders of a majority of the shares of each class of
shares entitled to vote as a class thereon and of the total shares entitled to
vote thereon.

Within ten (10) days after obtaining such authorization by written
consent, notice shall be given to those shareholders who have not consented in
writing. The notice shall fairly summarize the material features of the
authorized action and, if the action be a merger, consolidated or sale or
exchange of assets for which dissenters rights are provided under this act, the
notice shall contain a clear statement of the right of shareholders dissenting
therefrom to be paid the fair value of their shares upon compliance with further
provisions of this act regarding the rights of dissenting shareholders.

ARTICLE II - DIRECTORS

Section 1. Function. All corporate powers shall be exercised by or under
the authority of, and business and affairs of the corporation shall be managed
under the direction of, the Board of Directors.

Section 2. Qualification. Directors need not be residents of this state or
shareholders of this corporation.

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Section 3. Compensation. The Board of Directors shall have authority to fix
the compensation of directors.

Section 4. Duties of Directors. A director shall perform his duties as a
director, including his duties as a member of any committee of the board upon
which he may serve, in good faith, in a manner he reasonably believes to be in
the best interests of the corporation, and with such care as an ordinarily
prudent person in a like position would use under similar circumstances.

In performing his duties, a director shall be entitled to rely on
information, opinions, reports or statements, including financial statements and
other financial data, in each case prepared or presented by:

(a) one (1) or more officers or employees of the corporation whom the
director reasonably believes to be reliable and competent in the matters
presented,

(b) counsel, public accountants or other persons as to matters which the
director reasonably believes to be within such person's professional or expert
competence, or

(c) a committee of the board upon which he does not serve, duly designated
in accordance with a provision of the articles of incorporation or the bylaws,
as to matters within its designated authority, which committee the director
reasonable believes to merit confidence.

A director shall not be considered to be acting in good faith if he has
knowledge concerning the matter in question that would cause such reliance
described above to be unwarranted.

A person who performs his duties in compliance with this section shall
have no liability by reason of being or having been a director of the
corporation.

Section 5. Presumption of Assent. A director of the corporation who is
present at a meeting of its Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless he
votes against such action or abstains from voting in respect thereto because of
an asserted conflict of interest.

Section 6. Number. The corporation shall have at least one (1) director.
The minimum number of directors may be increased or decreased from time to time
by amendment to these bylaws, but no decrease shall have the effect of
shortening the terms of any incumbent director and no amendment shall decrease
the number of directors below one (1), unless the stockholders have voted to
operate the corporation.

Section 7. Election and Term. Each person named in the articles of
incorporation as a member of the initial board of directors shall hold office
until the first annual meeting of shareholders, and until his successor shall
have been elected and qualified or until his earlier resignation, removal from
office or death.

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At the first annual meeting of shareholders and at each annual meeting
thereafter, the shareholders shall elect directors to hold office until the next
succeeding annual meeting. Each director shall hold office for the term for
which he is elected and until his successor shall have been elected and
qualified or until his earlier resignation, removal from office or death.

Section 8. Vacancies. Any vacancy occurring in the Board of Directors,
including any vacancy created by reason of an increase in the number of
directors, may be filled by the affirmative vote of a majority of the remaining
directors though less than a quorum of the Board of Directors. A director
elected to fill a vacancy shall hold office only until the next election of
directors by the shareholders.

Section 9. Removal of Directors. At a meeting of shareholders called
expressly for that purpose, any director or the entire Board of Directors may be
removed, with or without cause, by a vote of the holders of a majority of the
shares then entitled to vote at an election of directors.

Section 10. Quorum and Voting. A majority of the number of directors fixed
by these bylaws shall constitute a quorum for the transaction of business. The
act of the majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.

Section 11. Director Conflicts of Interest. No contract or other
transaction between this corporation and one (1) or more of its directors or any
other corporation, firm, association or entity in which one (1) or more of the
directors are directors or officers or are financially interested, shall be
either void or voidable because of such relationship or interest or because such
director or directors are present at the meeting of the Board of Directors or a
committee thereof which authorizes, approves or ratifies such contract or
transaction or because his or their votes are counted for such purpose, if:

(a) The fact of such relationship or interest is disclosed or known to the
Board of Directors or committee which authorizes, approves or ratifies the
contract or transaction by a vote or consent sufficient for the purpose without
counting the votes or consents of such interested directors; or

(b) The fact of such relationship or interest is disclosed or known to the
shareholders entitled to vote and they authorize, approve or ratify such
contract or transaction by vote or written consent; or

(c) The contract or transaction is fair and reasonable as to the
corporation at the time it is authorized by the board, a committee or
shareholders.

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Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or a committee thereof which
authorizes, approves or ratifies such contract or transaction. Section 12.
Executive and Other Committees. The Board of Directors, by resolution adopted by
a majority of the full Board of Directors, may designate from among its members
an executive committee and one (1) or more other committees each of which, to
the extent provided in such resolution shall have and may exercise all the
authority of the Board of Directors, except that no committee shall have the
authority to:

(a) approve or recommend to shareholders actions or proposals required by
law to be approved by shareholders,

(b) designate candidates for the office of director, for purposes of proxy
solicitation or otherwise,

(d) amend the bylaws,

(e) authorize or approve the reacquisition of shares unless pursuant to a
general formula or method specified by the Board of Directors, or

(f) authorize or approve the issuance or sale of, or any contract to issue
or sell, shares or designate the terms of a series of a class of shares, except
that the Board of Directors, having acted regarding general authorization for
the issuance or sale of shares, or any contract therefor, and, in the case of a
series, the designation thereof, may, pursuant to a general formula or method
specified by the Board of Directors, by resolution or by adoption of a stock
option or other plan, authorize a committee to fix the terms of any contract for
the sale of the shares and to fix the terms upon which such shares may be issued
or sold, including, without limitation, the price, the rate or manner of payment
of dividends, provisions for redemption, sinking fund, conversion, voting or
preferential rights, and provisions for other features of a class of shares, or
a series of a class of shares, with full power in such committee to adopt any
final resolution setting forth all the terms thereof and to authorize the
statement of the terms of a series for filing with the Department of State.

The Board of Directors, by resolution adopted in accordance with this
section, may designate one (1) or more directors as alternate members of any
such committee, who may act in the place and stead of any member or members at
any meeting of such committee.

Section 13. Place of Meetings. Regular and special meetings by the Board of
Directors may be held within or without the State of Florida.

Section 14. Time, Notice and Call of Meetings. Regular meetings by the
Board of Directors shall be held without notice. Written notice of the time and
place of special meetings of the Board of Directors shall be given to each
director by either personal delivery, telegram or cablegram at least two (2)
days before the meeting or by notice mailed to the director at least five (5)
days before the meeting.

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Notice of a meeting of the Board of Directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and waiver of any and all objections to the place of the meeting,
the time of the meeting, or the manner in which it has been called or convened,
except when a director states, at the beginning of the meeting, any objection to
the transaction of business because the meeting is not lawfully called or
convened.

Neither the business to be transacted at, nor the purpose of, any regular
or special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.

A majority of the directors present, whether or not a quorum exists, may
adjourn any meeting of the Board of Directors to another time and place. Notice
of any such adjourned meeting shall be given to the directors who were not
present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.

Meetings of the Board of Directors may be called by the chairman of the
board, by the president of the corporation, or by any two (2) directors.

Members of the Board of Directors may participate in a meeting of such
board by means of a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time. Participation by such means shall constitute presence in person
at a meeting.

Section 15. Action Without a Meeting. Any action required to be taken at a
meeting of the directors of a corporation, or any action which may be taken at a
meeting of the directors or a committee thereof, may be taken without a meeting
if a consent in writing, setting forth the action so to be taken, signed by all
of the directors, or all the members of the committee, as the case may be, is
filed in the minutes of the proceedings of the board or of the committee. Such
consent shall have the same effect as a unanimous vote.

ARTICLE III - OFFICERS

Section 1. Officers. The officers of this corporation shall consist of a
president, a secretary and a treasurer, each of whom shall be elected by the
Board of Directors. Such other officers and assistant officers and agents as may
be deemed necessary may be elected or appointed by the Board of Directors from
time to time. Any two (2) or more offices may be held by the same person. The
failure to elect a president, secretary or treasurer shall not affect the
existence of this corporation.

Section 2. Duties. The officers of this corporation shall have the
following duties:

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The President shall be the chief executive officer of the corporation,
shall have general and active management of the business and affairs of the
corporation subject to the directions of the Board of Directors, and shall
preside at all meetings of the stockholders and Board of Directors.

The Secretary shall have custody of, and maintain, all of the corporate
records except the financial records; shall record the minutes of all meetings
of the stockholders and Board of Directors, send all notice of meetings out, and
perform such other duties as may be prescribed by the Board of Directors or the
President.

The Treasurer shall have custody of all corporate funds and financial
records, shall keep full and accurate accounts of receipts and disbursements and
render accounts thereof at the annual meetings of stockholders and whenever else
required by the Board of Directors or the President, and shall perform such
other duties as may be prescribed by the Board of Directors or the President.

Section 3. Removal of Officers. Any officer or agent elected or appointed
by the Board of Directors may be removed by the board whenever in its judgment
the best interest of the corporation will be served thereby.

Any officer or agent elected by the shareholders may be removed only by
vote of the shareholders, unless the shareholders shall have authorized the
directors to remove such officer or agent.

Any vacancy, however occurring, in any office may be filled by the Board
of Directors, unless the bylaws shall have expressly reserved such power to the
shareholders.

Removal of any officer shall be without prejudice to the contract rights,
if any, of the person so removed; however, election or appointment of an officer
or agent shall not of itself create contract rights.

ARTICLE IV - STOCK CERTIFICATES

Section 1. Issuance. Every holder of shares in this corporation shall be
entitled to have a certificate, representing all shares to which he is entitled.
No certificate shall be issued for any share until such share is fully paid.

Section 2. Form. Certificates representing shares in this corporation
shall be signed by the President or Vice-President and the Secretary or an
Assistant Secretary and may be sealed with the seal of this corporation or a
facsimile thereof. The signatures of the President or Vice-President and the
Secretary or Assistant Secretary may be facsimiles if the certificate is
manually signed on behalf of a transfer agent or a registrar, other than the
corporation itself or an employee of the corporation. In case any officer who

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signed or whose facsimile signature has been placed upon such certificate shall
have ceased to be such officer before such certificate is issued, it may be
issued by the corporation with the same effect as if he were such officer at the
date of its issuance.

Every certificate representing shares which are restricted as to the sale,
disposition or other transfer of such shares shall state that such shares are
restricted as to transfer and shall set forth or fairly summarize upon the
certificate, or shall state that the corporation will furnish to any shareholder
upon request and without charge a full statement of, such restrictions.

Each certificate representing shares shall state upon the fact thereof:
the name of the corporation; that the corporation is organized under the laws of
this state; the name of the person or persons to whom issued; the number and
class of shares, and the designation of the series, if any, which such
certificate represents; and the par value of each share represented by such
certificate, or a statement that the shares are without par value.

Section 3. Transfer of Stock. The corporation shall register a stock
certificate presented to it for transfer if the certificate is properly endorsed
by the holder or record of by his duly authorized attorney, and the signature of
such person has been guaranteed by a commercial bank or trust company or by a
member of the New York or American Stock Exchange.

Section 4. Lost, Stolen, or Destroyed Certificates. The corporation shall
issue a new stock certificate in the place of any certificate previously issued
if the holder of record of the certificate (a) makes proof in affidavit form
that it has been lost, destroyed or wrongfully taken; (b) requests the issue of
a new certificate before the corporation has notice that the certificate has
been acquired by a purchaser for value in good faith and without notice of any
adverse claim; (c) gives bond in such form as the corporation may direct, to
indemnify the corporation, the transfer agent, and registrar against any claim
that may be made on account of the alleged loss, destruction, or theft of a
certificate; and (d) satisfies any other reasonable requirements imposed by the
corporation.

ARTICLE V - BOOKS AND RECORDS

Section 1. Books and Records. This corporation shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of its shareholders, board of directors and committees of directors.

This corporation shall keep at its registered office or principal place of
business, or at the office of its transfer agent or registrar, a records of its
shareholders, giving the names and addresses of all shareholders, and the
number, class and series, if any, of the shares held by each.

Any books, records and minutes may be in written form or in any other form
capable of being converted into written form within a reasonable time.

Section 2. Shareholders' Inspection Rights. Any person who shall have been
a holder of record of shares or of voting trust certificates therefor at least
six (6) months immediately preceding his demand or shall be the holder of record

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of, or the holder of record of voting trust certificates for, at least five
percent (5%) of the outstanding shares of any class or series of the
corporation, upon written demand stating the purpose thereof, shall have the
right to examine, in person or by agent or attorney, at any reasonable time or
times, for any proper purpose its relevant books and records of accounts,
minutes and records of shareholders and to make extracts therefrom.

Section 3. Financial Information. Not later than four (4) months after the
close of each fiscal year, this corporation shall prepare a balance sheet
showing in reasonable detail the financial condition of the corporation as of
the close of its fiscal year, and a profit and loss statement showing the
results of the operations of the corporation during its fiscal year.

Upon the written request of any shareholder or holder of voting trust
certificates for shares of the corporation, the corporation shall mail to such
shareholder or holder of voting trust certificates a copy of the most recent
such balance sheet and profit and loss statement.

The balance sheets and profit and loss statements shall be filed in the
registered office of the corporation in this state, shall be kept for at least
five (5) years, and shall be subject to inspection during business hours by any
shareholder or holder of voting trust certificates, in person or by agent.

ARTICLE VI - DIVIDENDS

The Board of Directors of this corporation may, from time to time, declare
and the corporation may pay dividends on its shares in cash, property or its own
shares, except when the corporation is insolvent or when the payment thereof
would render the corporation insolvent or when the declaration or payment
thereof would be contrary to any restrictions contained in the articles of
incorporation, subject to the following provisions:

(a) Dividends in cash or property may be declared and paid, except as
otherwise provided in this section, only out of the unreserved and unrestricted
earned surplus of the corporation or out of capital surplus, howsoever arising
but each dividend paid out of capital surplus, and the amount per share paid
from such surplus shall be disclosed to the shareholders receiving the same
concurrently with the distribution.

(b) Dividends may be declared and paid in the corporation's own treasury
shares.

(c) Dividends may be declared and paid in the corporation's own authorized
but unissued shares out of any unreserved and unrestricted surplus of the
corporation upon the following conditions:

(1) If a dividend is payable in shares having a par value, such
shares shall be issued at not less than the par value thereof and there shall be
transferred to stated capital at the time such dividend is paid an amount of
surplus equal to the aggregate par value of the shares to be issued as a
dividend.

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(2) If a dividend is payable in shares without a par value, such
shares shall be issued at such stated value as shall be fixed by the Board of
Directors by resolution adopted at the time such dividend is declared, and there
shall be transferred to stated capital at the time such dividend is paid an
amount of surplus equal to the aggregate stated value so fixed in respect of
such shares; and the amount per share so transferred to stated capital shall be
disclosed to the shareholders receiving such dividend concurrently with the
payment thereof.

(d) No dividend payable in shares of any class shall be paid to the
holders of shares of any other class unless the articles of incorporation so
provide or such payment is authorized by the affirmative vote or the written
consent of the holders of at least a majority of the outstanding shares of the
class in which the payment is to be made.

(e) A split-up or division of the issued shares of any class into a
greater number of shares of the same class without increasing the stated capital
of the corporation shall not be construed to be a share dividend within the
meaning of this section.

ARTICLE VII - CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation as
it appears on page 1 of these bylaws.

ARTICLE VIII - AMENDMENTS

These bylaws may be repealed or amended, and new bylaws may be adopted, by
the Board of Directors.

End of bylaws adopted by the Board of Directors.

197
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EXHIBIT 5.1

LEGAL OPINION

198
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WILLIAMS LAW GROUP, P.A.
2503 West Gardner Court
Tampa, FL 33611

December 7, 1999

Brilliant Sun Industry Co.
Via Telefax

Re: Registration Statement on Form S-4

Gentlemen:

I have acted as your counsel in the preparation on a Registration Statement
on Form S-4 (the "Registration Statement") filed by you with the Securities and
Exchange Commission covering shares of Common Stock of Third Enterprise Service
Group, Inc. (the "Stock").

In so acting, I have examined and relied upon such records, documents and
other instruments as in our judgment are necessary or appropriate in order to
express the opinion hereinafter set forth and have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals,
and the conformity to original documents of all documents submitted to us
certified or photostatic copies.

Based on the foregoing, I am of the opinion that:

The Stock, when issued and delivered in the manner and/or the terms
described in the Registration Statement (after it is declared effective), will
duly and validly issued, fully paid and nonassessable;

I hereby consent to the reference to my name in the Registration Statement
under the caption "Legal Matters" and to the use of this opinion as an exhibit
to the Registration Statement. In giving this consent, I do not hereby admit
that I come within the category of a person whose consent is required under
Section7 of the Act, or the general rules and regulations thereunder.

Very truly yours,

Michael T. Williams

199
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EXHIBIT 23.1

CONSENT OF ACCOUNTANT

200
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To Board of Directors
Brilliant Sun Industry Co.
and Yi Wan Group, Inc.

Consent of Independent Accountants

We consent to the incorporation by reference in the Registration Statement
of Brilliant Sun Industry Co. on Form S-4 of our report dated March 13, 2000 on
our audits of the financial statements of Shun De Yi Wan Communication Equipment
Plant Co., Ltd., Jiaozuo Yi Wan Hotel Co., Ltd. and Yi Wan Maple Leaf High
Technology Agriculture Developing Ltd. Co. as of December 31, 1999 and 1998 and
for the year then ended, which reports are incorporated by reference in the S-4
registration statement.

Moore Stephens Frazer and Torbet, LLP
Certified Public Accountants

May 24, 2000

201
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