<PAGE>


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

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 2000

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(b) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the transition period from _______________ to ________________.

                         Commission file number: 0-4041

                              HATHAWAY CORPORATION
             (Exact name of registrant as specified in its charter)

         COLORADO                                   84-0518115
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
 incorporation or organization)

     8228 PARK MEADOWS DRIVE
       LITTLETON, COLORADO                               80124
(Address of principal executive offices)               (Zip Code)

       Registrant's telephone number, including area code: (303) 799-8200

        Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act: Common Stock, no par
value


INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS. YES [X] NO [ ]

INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405
OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. [ ]

         As of August 31, 2000, the aggregate market value of voting stock held
by non-affiliates of the Registrant, computed by reference to the average bid
and asked prices of such stock approximated $26,539,000.


                       DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the Registrant's definitive Proxy Statement dated September
18, 2000 are incorporated by reference in Part III of this Report.

<PAGE>

                              HATHAWAY CORPORATION

Part IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

a)

     2.       FINANCIAL STATEMENT SCHEDULES

     In addition to the documents previously filed pursuant to this section, the
     financial statements for Beijing Hathaway Si Fang Protection and Control
     Equipment Co., Ltd. (Si Fang) for the years ended December 31, 2000, 1999
     and 1998 prepared in accordance with "Accounting Standards for Enterprises"
     and "Accounting Regulations of the People's Republic of China for
     Enterprises with Foreign Investment" are included below. Si Fang uses
     Chinese Yuan Renminbi (RMB) as its reporting currency. For the five year
     period from January 1, 1996 through December 31, 2000 the exchange rate has
     been approximately 8.3RMB to $1USD (US Dollar). Reconciliations of Net
     Income and Equity per the financial statements to Net Income and Equity per
     Generally Accepted Accounting Principles in the United States are as
     follows:

                                     Si Fang
            Reconciliation of Net Income per Financial Statements to
  Net Income per Generally Accepted Accounting Principles in the United States
                               (RMB, In thousands)

<TABLE>
<CAPTION>
                                                                     For the year ended December 31,
                                                                  2000           1999            1998
                                                              -------------- -------------- ---------------
<S>                                                           <C>            <C>            <C>
     Net income as shown in the financial statements               53,099         35,754         19,962

     Adjustments to reported income:
         Provision for bad debts                                   (5,670)        (6,800)        (5,700)
         Profit appropriations                                     (7,113)        (2,787)        (1,264)
         VAT refund receivable                                      6,000         --              --
         Sales to subcontractors, net                                --            1,651         (1,651)
                                                              -------------- -------------- ---------------
     Total adjustments to reported income                          (6,783)        (7,936)        (8,615)
                                                              -------------- -------------- ---------------
     Net income according to generally accepted
     accounting principles in the United States                    46,316         27,818         11,347
                                                              ============== ============== ===============
</TABLE>

                                     Si Fang
              Reconciliation of Equity per Financial Statements to
    Equity per Generally Accepted Accounting Principles in the United States
                               (RMB, In thousands)

<TABLE>
<CAPTION>
                                                                    As of the year ended December 31,
                                                                  2000           1999            1998
                                                              -------------- -------------- ---------------
<S>                                                           <C>            <C>            <C>
     Equity as shown in the financial statements                 132,235        88,847          38,537

     Adjustments to undistributed profits:
         Provision for bad debts                                 (18,170)      (12,500)         (5,700)
         Profit appropriations                                    (5,310)       (1,787)           --
         VAT refund receivable                                     6,000          --              --
         Capital contribution received prior to updated
         business license for new capital                          --             --               870
         Sales to subcontractors, net                              --             --            (1,651)
                                                              -------------- -------------- ---------------
     Total adjustments to undistributed profits                  (17,480)      (14,287)         (6,481)
                                                              -------------- -------------- ---------------
     Equity according to generally accepted accounting
     principles in the United States                             114,755        74,560          32,056
                                                              ============== ============== ===============
</TABLE>

     There are no material differences between cash flows reported in the
     financial statements and the cash flows that would be reported in a
     statement of cash flows prepared in accordance with generally accepted
     accounting principles in the United States.

                                       2
<PAGE>

<TABLE>
<CAPTION>

<S>                                   <C>                                   <C>

                                      ????????????8?                        ????:  +86(010)65542288
                                      ????C?12?                             telephone: +86(010)65542288

                                      12th Floor, Block C, Fu Hua Mansion
                 SHINEWING            No.8, Chao Yang Men Bei Da Jie,       ??:        +86(010)6554 1612
                 CERTIFIED PUBLIC     Dong Cheng District,                  facsimile: +86(010)6554 1612
                 ACCOUNTANTS          Beijing, 100027, P.R.China


                                                                            ??????
                                                                            your reference


                                                                            ??????
                                                                            our reference
</TABLE>


                             REPORT OF THE AUDITORS
                    (ENGLISH TRANSLATION-FOR REFERENCE ONLY)

TO THE BOARD OF DIRECTORS OF BEIJING HATHAWAY SI FANG PROTECTION AND CONTROL
EQUIPMENT CO., LTD.

We have audited the balance sheet of Beijing Hathaway Si Fang Protection And
Control Equipment Co., Ltd. (the"Company") at 31 December 2000, its income
statement and cash flows statement for the year then ended. These financial
statements are the responsibility of the Company and our responsibility is to
express an audit opinion on these statements. We conducted our audit in
accordance with Standards for Independent Audits of PRC Certified Public
Accountants. We have examined, on a test basis, the accounting records and
supporting evidence, and have carried out such audit procedures as we considered
necessary.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company at 31 December
2000, the results of its operations and cash flows for the year then ended, in
conformity with Accounting Standards for Enterprises and Accounting Regulations
for Joint Stock Limited Company, and on a consistent basis.

SHINE WING CERTIFIED PUBLIC ACCOUNTANTS
BEIJING CHINA

JANUARY 16, 2001

                                       3
<PAGE>

                            BEIJING HATHAWAY SI FANG
                   PROTECTION AND CONTROL EQUIPMENT CO., LTD.
                                 BALANCE SHEETS
                        AS OF DECEMBER 31, 2000 AND 1999

                         (Amounts expressed in Renminbi)

<TABLE>
<CAPTION>

ASSETS                                                    Notes              2000                       1999
------                                                  ----------  ------------------------   ------------------------
<S>                                                     <C>         <C>                        <C>
CURRENT ASSETS
    Cash                                                  4.1)           47,549,464                 30,795,042
    Accounts receivable, net                              4.2)          129,938,580                 97,301,787
    Inventories                                           4.3)           86,535,583                 74,773,525
    Prepayments                                                          12,507,072                 14,252,368
    Other receivables, net                                               11,332,854                  6,655,939
                                                                    ------------------------   ------------------------
    Total Current Assets                                                287,863,553                223,778,661

CONSTRUCTION-IN-PROGRESS                                  4.5)           98,450,165                 17,587,106
FIXED ASSETS, net                                         4.4)           19,267,400                 15,468,803
INTANGIBLE ASSETS                                         4.6)            5,697,188                         --
                                                                    ------------------------   ------------------------

    TOTAL ASSETS                                                        411,278,306                256,834,570
                                                                    ========================   ========================

LIABILITIES AND OWNERS' EQUITY

CURRENT LIABILITIES
    Short-term bank loans                                 4.7)           60,000,000                 50,000,000
    Accounts payable                                                     83,466,439                 80,677,521
    Other payables                                        4.9)           54,771,847                  7,592,544
    Taxes payable                                         4.8)           10,053,935                  1,957,730
    Advances from customers                                               3,753,571                 17,249,029
    Accrued expenses                                      4.10)          14,357,575                  4,472,544
    Dividends payable                                                            --                  2,847,500
    Salary and welfare payable                                            2,431,281                  3,190,370
    Other payables to government                                            208,383                         --
                                                                    ------------------------   ------------------------
    Total Current Liabilities                                           229,043,031                167,987,238

LONG TERM LOANS                                                          50,000,000                         --
                                                                    ------------------------   ------------------------

    Total Liabilities                                                   279,043,031                167,987,238
                                                                    ------------------------   ------------------------

OWNERS' EQUITY
    Paid-in capital                                       4.12)          50,000,000                 10,870,000
    Capital surplus                                       4.13)             592,460                 39,122,460
    Statutory reserves                                    4.14)           7,352,288                  2,483,195
    Retained earnings                                     4.15)          74,290,527                 36,371,677
                                                                    ------------------------   ------------------------

    Total Owners' Equity                                                132,235,275                 88,847,332
                                                                    ------------------------   ------------------------

     TOTAL LIABILITIES AND
          OWNERS' EQUITY                                                411,278,306                256,834,570
                                                                    ========================   ========================

</TABLE>

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

                                       4
<PAGE>

                            BEIJING HATHAWAY SI FANG
                   PROTECTION AND CONTROL EQUIPMENT CO., LTD.
                              STATEMENTS OF INCOME
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

                         (Amounts expressed in Renminbi)

<TABLE>
<CAPTION>
                                                                           2000                         1999
<S>                                                                <C>                         <C>
Sales, net                                                                 401,412,695               271,909,576
Less: Cost of sales                                                       (295,706,842)             (216,835,732)
                                                                   -----------------------     ------------------------

      Gross margin                                                         105,705,853                55,073,844

Less: Selling expenses                                                     (18,359,451)               (2,414,570)
      General and administrative expenses                                  (23,824,087)              (11,627,696)
      Financial expenses                                                    (4,514,738)               (2,342,919)
      Provision for loss on realization of inventory                        (1,529,064)                  --

Add: Other operating income, net                                               213,660                 1,983,389
                                                                   -----------------------     ------------------------

Operating income                                                            57,692,173                40,672,048

Less: Non-operating expenses, net                                              (70,745)                  (34,574)
Add: Prior year adjustment                                                   1,377,294                   --
                                                                   -----------------------     ------------------------

Income before taxation                                                      58,998,722                40,637,474

Less: Income tax                                                            (5,899,872)               (4,883,337)
                                                                   -----------------------     ------------------------

Net income                                                                  53,098,850                35,754,137
                                                                   =======================     ========================
</TABLE>

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

                                       5
<PAGE>

                            BEIJING HATHAWAY SI FANG
                   PROTECTION AND CONTROL EQUIPMENT CO., LTD.
                             STATEMENT OF CASH FLOW
                 FOR THE YEARS ENDED DECEMBER 31, 2000 and 1999

                         (Amounts expressed in Renminbi)
<TABLE>
<CAPTION>
                                                                                  2000                   1999
                                                                          ----------------------  --------------------
<S>                                                                       <C>                     <C>
1. CASH FLOWS FROM OPERATING ACTIVITIES:

   Cash received from sales of goods or rendering of services                  215,044,972            136,300,136
   Refund of tax                                                                 3,590,737               --
   Other cash received relating to operating activities                         28,675,141             10,707,892
                                                                          ----------------------  --------------------

            Sub-total of cash inflows                                          247,310,850            147,008,028
                                                                          ----------------------  --------------------

   Cash paid for goods and services                                           (141,449,851)          (120,215,564)
   Cash paid to and on behalf of employees                                     (27,263,818)           (14,252,663)
   Value-added tax on purchases paid                                           (16,213,997)           (10,927,839)
   Income tax paid                                                              (8,021,718)            (4,241,013)
   Taxes paid other than value-added tax and income tax                           (514,471)              (183,671)
   Other cash paid relating to operating activities                            (32,919,050)           (11,414,268)
                                                                          ----------------------  --------------------

            Sub-total of cash outflows                                        (226,382,905)          (161,235,018)
                                                                          ----------------------  --------------------

   NET CASH FLOWS USED IN OPERATING ACTIVITIES                                  20,927,945            (14,226,990)
                                                                          ----------------------  --------------------

2. CASH FLOWS FROM INVESTING ACTIVITIES:

   Net cash received from disposal of fixed assets                                 --                      39,432
                                                                          ----------------------  --------------------

            Sub-total of cash inflows                                              --                      39,432
                                                                          ----------------------  --------------------

   Cash paid to acquire fixed assets                                           (45,247,658)           (18,585,765)
                                                                          ----------------------  --------------------

            Sub-total of cash outflows                                         (45,247,658)           (18,585,765)
                                                                          ----------------------  --------------------

   NET CASH FLOWS USED IN INVESTING ACTIVITIES                                 (45,247,658)           (18,546,333)
                                                                          ----------------------  --------------------

3. CASH FLOWS FROM FINANCING ACTIVITIES:

   Proceeds from borrowings                                                    124,000,000             52,000,000
   Proceeds from issuing shares                                                    --                  19,400,000
                                                                          ----------------------  --------------------

          Sub-total of cash inflows                                            124,000,000             71,400,000
                                                                          ----------------------  --------------------

   Cash payments of amounts borrowed                                           (64,000,000)           (22,770,000)
   Cash payments for distribution of dividends or profits                      (10,207,500)            (4,402,500)
   Cash payments of interest expenses                                           (4,305,131)            (2,615,564)
   Other cash paid relating to financing activities                             (4,297,090)                --
                                                                          ----------------------  --------------------

          Sub-total of cash outflows                                           (82,809,721)           (29,788,064)
                                                                          ----------------------  --------------------

   NET CASH FLOWS FROM FINANCING ACTIVITIES                                     41,190,279             41,611,936
                                                                          ----------------------  --------------------

    EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH                               (116,143)                 --
                                                                          ----------------------  --------------------

4. NET INCREASE IN CASH                                                         16,754,423              8,838,613
                                                                          ======================  ====================

</TABLE>

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

                                       6
<PAGE>

                            BEIJING HATHAWAY SI FANG
                   PROTECTION AND CONTROL EQUIPMENT CO., LTD.
                        CASH FLOWS STATEMENT (CONTINUED)
                  FOR THE YEARS ENDED DECEMBER 31, 2000 & 1999

                         (Amounts expressed in Renminbi)

<TABLE>
<CAPTION>
                                                                                       2000                   1999
                                                                               ---------------------- ---------------------
<S>                                                                            <C>                    <C>
RECONCILIATION OF NET INCOME TO CASH FLOWS FROM OPERATING ACTIVITIES

Net income                                                                             53,098,850             35,754,137
Add:   Provision for bad debt                                                           8,497,296                750,334
       Provision for loss on net realizable value of inventory                          1,529,064                     --
       Depreciation of fixed assets                                                     2,503,860              1,826,552
       Amortisation of intangible assets                                                   96,562                     --
       Losses on disposal of fixed assets                                                      --                  5,873
       Financial expenses                                                               4,514,738              2,342,919
       Increase in inventories                                                        (13,291,122)           (20,497,982)
       Increase in operating receivables                                              (35,188,611)           (50,383,329)
       Decrease in operating payables                                                    (832,692)            15,974,506
                                                                               ---------------------- ---------------------

NET CASH FLOWS USED IN OPERATING ACTIVITIES                                            20,927,945            (14,226,990)
                                                                               ====================== =====================

NET INCREASE IN CASH

Cash, end of the year                                                                  47,549,465             30,795,042
Less: Cash, beginning of the year                                                      30,795,042             21,956,429
                                                                               ---------------------- ---------------------

NET INCREASE IN CASH                                                                   16,754,423              8,838,613
                                                                               ====================== =====================

</TABLE>



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

                                       7
<PAGE>

       BEIJING HATHAWAY SI FANG PROTECTION AND CONTROL EQUIPMENT CO., LTD.
              NOTES TO THE FINANCIAL STATEMENTS - 31 DECEMBER 2000
          (Unless otherwise indicated, all figures are stated in RMB)

1.    GENERAL

A.    Beijing Hathaway Si Fang Protection and Control Equipment Co., Ltd (the
      "Company") is a Sino-foreign equity joint venture set up on April 8, 1994.
      The registered capital was increased from US$700,000 at the time of
      establishment to RMB50,000,000 at December 31, 2000.

B.    According to the resolution of the board on May 2000, the Company
      increased its registered capital to US$4,820,000 through transferring its
      undistributed profit of 1998 at an amount of RMB1,186,900 (equivalent to
      US$1,430,000), the enterprise expansion fund RMB6,625,000( equivalent to
      US$750,000), reserve fund RMB1,079,000 (equivalent to US$130,000) and cash
      contributions at an amount of US$1,210,000. Shareholding interests are
      remain the same after the increase. A new business license was obtained
      after the change.

C.    According to the Board of Directors of the Company on May 2000 and the
      approval of Hai yuan wai Jing(2000) No. 490 issued by Zhong Guan Cun
      Science and Technology Region Management Committee, Norva (S.E.A.) Private
      Limited transferred all its share interests (5%) to Hathaway
      Corporation.

      On August 2000, the registered capital of the Company was increased from
      US$ 4,820,000 to RMB 50,000,000 and the Company changed its legal form
      from Sino-foreign equity enterprise to domestic limited company, according
      to the Board of Directors of the Company on August 2000 and the approvals
      of Hai yuan wai jing (2000) No.722 issued by Zhong Guan Cun Science and
      Technology Region Management Committee. The equity interest after the
      change are as follows:

<TABLE>
<CAPTION>
                        JOINT VENTURE PARTNER                          CAPITAL INVESTED          %
                                                                            ( RMB )
<S>                                                                    <C>                    <C>
        Beijing Sifang Tongchuang Protection and Control
        Equipment Co., Ltd.                                                11,050,000           22.10

        State Power Company Nanjing Electric Power
        Automation Equipment General Factory                               10,050,000           20.10

        Hathaway Corporation                                               10,000,000           20.00

        XJ Group Corporation                                                9,875,000           19.75

        China Huadian Power Equipment and Engineering                       5,025,000           10.05
        (Group) Corporation

        The State Electrified Netting Materials Co., Ltd.                   4,000,000            8.00
                                                             -------------------------     -----------
        Total                                                              50,000,000          100.00
                                                             =========================     ===========

</TABLE>

                                       8
<PAGE>

       BEIJING HATHAWAY SI FANG PROTECTION AND CONTROL EQUIPMENT CO., LTD.
              NOTES TO THE FINANCIAL STATEMENTS - 31 DECEMBER 2000
          (Unless otherwise indicated, all figures are stated in RMB)

D.    The increased capital was verified by Beijing Zhongjiaxin CPAs in 2000 (
      appraisal report No.122). The Company obtained a new business license
      after that the Company changed as a domestic enterprise on 28th September
      2000.

      The Company is principally engaged in designing, manufacturing and sales
      of microprocessor-based relays, power substation automation systems and
      power system security and stability control system, providing after-sales
      services for the self-produced products and technical consultant on the
      power system security and stability control system.

2.    PRINCIPAL ACCOUNTING POLICIES

1)    Basis of Presentation

      The financial statement is in conformity with Accounting Standards for
      Enterprises and Accounting Regulations for Joint Stock Limited Company. As
      a result of changes of the Company's legal form from a Sino-foreign equity
      joint venture to a domestic limited company, the Company is applied to the
      Accounting Regulations for Foreign Investment Company of PRC before
      October 2000, and the Accounting Regulations for Joint Stock Limited
      Company during the period of October to December 2000,. There is no
      significant change in accounting policies adopted between the two periods
      except for changes in provision estimates in bad debts and inventory. Also
      certain reclassification have been made against beginning balances in
      consistent with presentation format of ending balance.

2)    Accounting period

      The accounting period of the Company is the calendar year.

3)    Currency

      The Company uses RMB as its reporting currency

4)    Basis of preparation and cost principle

      The financial statements are prepared on accrual-basis accounting
      principles. Assets and liabilities are accounted for at their historical
      costs.

5)    Translation of foreign currencies

      Foreign currency transactions during the year are translated into RMB at
      the rates of exchange quoted by the People's Bank of China on the first
      day of the month in which the transactions occurred. Foreign currency
      monetary assets and liabilities are translated into RMB at the rates of
      exchange prevailing at the balance sheet date. Exchange differences
      arising are included in the operating results.

                                       9
<PAGE>

       BEIJING HATHAWAY SI FANG PROTECTION AND CONTROL EQUIPMENT CO., LTD.
              NOTES TO THE FINANCIAL STATEMENTS - 31 DECEMBER 2000
          (Unless otherwise indicated, all figures are stated in RMB)

6)    Cash equivalents

      Cash equivalents are short-term, highly liquid investments that are
      readily convertible to known amounts of cash and which are subject to an
      insignificant risk of changes in value.

7)    Provision for bad debts

      Upon the death or insolvent of debtors, or proved by sufficient evidences
      that the outstanding in the receivable, bad debts are recognized and
      charged to income statement.

      General provision method is used. According to the resolution of the
      board, after taking into account of possibilities of receivables, the
      following ratios for bad debts provision are used:

<TABLE>
<S>                                                                       <C>
        Within one year                                                      3%
        1-2 years                                                           10%
        2-3 years                                                           20%
        More than 3 years                                                   50%

</TABLE>

8)    Inventories

      Inventories, comprising mainly of raw materials, work-in-process and
      finished good, semi-finished goods, etc, are stated at the lower of cost
      and net realisable value.

      The cost of raw materials includes all costs, transportation, loading and
      unloading and insurance, in bring the raw materials to the present
      location and condition. In the case of finished goods, costs include the
      actual cost of direct material, labour and manufacturing expenses.

      Raw material cost is allocated at a first-in-first-out method. Delivery
      and sale of finished products are stated at the planning costs. The
      differences between the actual and planning costs are recorded as
      operation costs.

      Out-side-processing products under or for installation mainly includes
      microprocessor-based relays, power substation automation systems and power
      system security and stability control system, cost is transferred to cost
      of sales individually upon the system is formally putting into operation
      by customers

      Fixed assets and depreciation

      Fixed assets are comprised of buildings, equipment and transportation.
      Fixed assets referred to the buildings, other mainly operation equipment,
      and non-operation equipment which the value is above RMB 2,000 and useful
      life over 2 years. Fixed assets are stated at cost. The depreciation of
      fixed assets is calculated on the straight line basis over its expected
      useful

                                       10
<PAGE>

       BEIJING HATHAWAY SI FANG PROTECTION AND CONTROL EQUIPMENT CO., LTD.
              NOTES TO THE FINANCIAL STATEMENTS - 31 DECEMBER 2000
          (Unless otherwise indicated, all figures are stated in RMB)

      lives, taking into account their estimated residual value of 5% of
      the original cost of the assets concerned. The useful lives are:

<TABLE>
<CAPTION>
                                                                         YEARS
<S>                                                                    <C>
          Buildings                                                      20-40
          Machinery and equipment                                         5-10
          Motor vehicles                                                     6
          Office equipment and furniture                                  5-10

</TABLE>

9)    Construction in progress

      Construction in progress is stated at cost. This includes construction
      costs directly related to the construction of such assets and
      refurbishment expenses, installation and testing costs. The depreciation
      of the construction in progress is calculated as it puts into use.

10)   Intangible assets

      Intangible assets is the right of use of the land, which is stated at cost
      and amortized over 50 years on the straight line's bases.

11)   Revenue recognition

      Revenue is recognised when the significant risks and rewards of ownership
      of the goods have been transferred from the sellers to the buyers and
      continued management involvement of the seller with the goods sold is not
      the nature usually associated with ownership or with the effective control
      of the goods. Relevant sales and costs could be measured reliably and
      economic benefits could flow into the Company.

12)   Taxable Income
      The company accounts for corporate income tax using the Tax Payable method
      under the Accounting for Income Tax methods. Income tax has been provided
      at the applicable rate on the taxable profit for the year.

3.    PRINCIPAL TAXATION

1)    Income tax
      In pursuant of Article No.4 of "Notice Concerning Preferential Tax
      Treatment on Local Income Tax for Enterprises with Foreign Investment and
      Foreign Enterprises" issued by the Beijing Local Tax Bureau, the Company
      is entitled to full exemption from local income tax from 1996 to 2000, and
      50% exemption from 2001 to 2005.

      According to approved by Beijing State Administration of Taxation, the
      company is entitled to 50% exemption from 2000 to 2002, the applicable
      Enterprise Income Tax rate for 2000 is 10% (the effective rate).

2)    Value added tax
      The Company is subject to value added tax (VAT). The rate for domestic
      sales is 17%.

                                       11
<PAGE>

       BEIJING HATHAWAY SI FANG PROTECTION AND CONTROL EQUIPMENT CO., LTD.
              NOTES TO THE FINANCIAL STATEMENTS - 31 DECEMBER 2000
          (Unless otherwise indicated, all figures are stated in RMB)

      Input VAT from purchases of raw materials can be netted off
      against output VAT from sales.

      VAT payable or receivable is the net difference between output VAT and
      input VAT.

4.    NOTES IN THE STATEMENT

<TABLE>
<CAPTION>

1)    Cash on Bank
                                                                   2000.12.31                1999.12.31
<S>                                                         <C>                        <C>
                                   Cash                                    43,023                    62,529
                                   Bank                                47,506,442                30,732,513
                                                            ----------------------      --------------------
                                   Total                               47,549,465                30,795,042
                                                            ======================      ====================

2)    Account Receivables

                                                                    2000.12.31                1999.12.31

      Within 1year                                                     106,901,072                74,079,813
      Over 1 year                                                       34,004,255                26,231,308
                                                            -----------------------       -------------------
      Sub-total                                                        140,905,327               100,311,121
                                                            -----------------------       -------------------
      Less: Provision for doubtful debts                                10,966,747                 3,009,334
                                                            -----------------------       -------------------
      Net accounts receivable                                          129,938,580                97,301,787
                                                            =======================       ===================
</TABLE>

<TABLE>
<CAPTION>

3)    Inventory
                                                   2000.12.31                                  1999.12.31

                                                         PROVISION FOR LOSS ON                        PROVISION FOR LOSS ON
                                                             REALIZATION OF                              REALIZATION OF
                                              AMOUNTS         INVENTORIES                 AMOUNTS          INVENTORIES
<S>                                  <C>                <C>                       <C>              <C>
       Raw materials                       18,162,826            622,055                9,858,026
       Self-produced products                  79,458                                   2,448,322
       Semi-finished products              13,949,490                                   9,845,424
       Work-in-progress                       936,597
       Outside processing products*        54,872,772            907,009               51,476,693
       Purchases goods                         63,504                                   1,145,060
                                      ----------------  -------------------------  ---------------  --------------------------
       Total                               88,064,647          1,529,064               74,773,525               0
                                      ================  =========================  ===============  ==========================
</TABLE>

       * Represents power substation security and stability control system at
         testing and installing stages, according to the contracts.

                                       12
<PAGE>

       BEIJING HATHAWAY SI FANG PROTECTION AND CONTROL EQUIPMENT CO., LTD.
              NOTES TO THE FINANCIAL STATEMENTS - 31 DECEMBER 2000
          (Unless otherwise indicated, all figures are stated in RMB)

4)       Fixed Assets

<TABLE>
<CAPTION>

                                    BUILDINGS      MACHINERY AND     MOTOR VEHICLES         OTHERS                TOTAL
                                                      EQUIPMENT
<S>                             <C>               <C>              <C>                 <C>                  <C>
       COST OR VALUATION
         At 1 Jan. 2000               8,719,369        3,138,063           2,640,806           5,574,965         20,073,203

         Additions                      844,443          156,340             337,690           4,963,985          6,302,458
         Disposals
                                ----------------  ---------------  ------------------  ------------------    ---------------
         At 31 Dec. 2000              9,563,812        3,294,403           2,978,496          10,538,950         26,375,661
                                ================  ===============  ==================  ==================    ===============
       DEPRECIATION

         At 1 Jan. 2000                 928,132          911,711           1,075,314           1,689,243          4,604,400
         Charge for the year            588,909          371,436             308,967           1,162,549          2,503,861
         Disposals

                                ----------------  ---------------  ------------------  ------------------    ---------------
         At 31 Dec. 2000              1,517,041        1,283,147           1,456,281           2,851,792          7,108,261
                                ================  ===============  ==================  ==================    ===============
       NET BOOK VALUE

         At 31 Dec. 2000              8,046,771        2,011,256           1,522,215           7,687,158         19,267,400
                                ================  ===============  ==================  ==================    ===============
         At 1 Jan. 2000               7,791,237        2,226,352           1,565,492           3,885,722         15,468,803
                                ================  ===============  ==================  ==================    ===============

</TABLE>

5)    Construction in Progress

<TABLE>
<CAPTION>

             PROJECTS                 1999.12.31      ADDITIONS        TRANSFERRED         DISPOSALS             2000.12.31
<S>                             <C>               <C>                <C>                <C>                  <C>
       Sifang buildings *             16,742,663         79,689,106                                              96,431,769
       ERP system                                         2,018,396                                               2,018,396
       Others                            844,443                              844,443
                               ------------------ ------------------ -----------------  -----------------    ---------------
       Total                          17,587,106         81,707,502           844,443                  0         98,450,165
                               ================== ================== =================  =================    ===============

</TABLE>

     * The project is a new office and plant building of the Company, which had
     been completed and put into use in 2001.

                                       13
<PAGE>

       BEIJING HATHAWAY SI FANG PROTECTION AND CONTROL EQUIPMENT CO., LTD.
              NOTES TO THE FINANCIAL STATEMENTS - 31 DECEMBER 2000
          (Unless otherwise indicated, all figures are stated in RMB)

6)    Intangible Assets

<TABLE>
<CAPTION>

        PROJECTS           COSTS        1999.12.31        ADDITIONS        AMORTISATION         2000.12.31     YEAR REMAINS
<S>                    <C>             <C>              <C>             <C>                   <C>              <C>
     Right of use
     of land               5,793,750                        5,793,750               96,562         5,697,188        49
                       --------------  -------------    --------------  -------------------   ---------------
     Totals                5,793,750              0         5,793,750               96,562         5,697,188
                       ==============  =============    ==============  ===================   ===============

</TABLE>

7)    Short-term Loans

<TABLE>
<CAPTION>

                                                           2000.12.31       1999.12.31        ANNUAL INTEREST
                                                                                                  RATE(%)
<S>                                                      <C>              <C>                 <C>
      *Guaranteed Loans                                      30,000,000       50,000,000         5.85-7.02
      Unsecured Loans                                        30,000,000                          5.58-7.02
                                                         ---------------  ---------------
      Totals                                                 60,000,000       50,000,000
                                                         ===============  ===============
</TABLE>

      *    The bank loan of RMB20,000,000 is guaranteed by State Power
           Corporation Nanjing Electric Power Automation Equipment General
           Factory and RMB 10,000,000 is guaranteed by Beijing High-technical
           Electric Research Industrial Corporation.

8)       Taxes payable

<TABLE>
<CAPTION>

                                                                     2000.12.31                      1999.12.31
<S>                                                                 <C>                             <C>
     VAT payable                                                      6,662,688                        -578,627
     Business tax payable                                               283,400
     City Construction tax payable                                      486,226
     Income tax payable                                               2,621,621                       2,536,356
                                                           ---------------------   -----------------------------
     Total                                                           10,053,935                       1,957,729
                                                           =====================   =============================

</TABLE>

                                       14
<PAGE>

       BEIJING HATHAWAY SI FANG PROTECTION AND CONTROL EQUIPMENT CO., LTD.
              NOTES TO THE FINANCIAL STATEMENTS - 31 DECEMBER 2000
          (Unless otherwise indicated, all figures are stated in RMB)

9)    Other payables

<TABLE>
<CAPTION>
                                            2000.12.31                              1999.12.31
       Ages                                   AMOUNTS                  %              AMOUNTS           %
<S>                                        <C>                      <C>             <C>               <C>
       Within 1year *                       51,156,565                 94            1,444,208          19
       1-2 year                                392,833                  1            1,006,581          13
       2-3 year                              1,134,524                  2            5,141,755          68
       Over 3 years                          2,087,925                  3
                               ------------------------  -----------------  -------------------  ----------
       Total                                54,771,847                100            7,592,544         100
                               ========================  =================  ===================  ==========
</TABLE>

       * It represents other payable for Sifang building.

10)   Accrued Expenses

<TABLE>
<CAPTION>
                                                                               2000.12.31                1999.12.31
<S>                                                             <C>                        <C>
       Interests Paid                                                                                        95,782
       Agency fee                                                               6,503,046
       Technical Services fee                                                   7,854,528                 4,376,762
                                                                -------------------------- -------------------------
       Total                                                                   14,357,574                 4,472,544
                                                                ========================== =========================
</TABLE>


11)   Long-term Loans

<TABLE>
<CAPTION>
                                                2000.12.31        1999.12.31         LOANS         INTEREST        CONDITIONS
                                                                                    PERIODS         RATES
<S>                                         <C>                <C>            <C>                  <C>           <C>
       Industrial and Commercial Bank of        20,000,000                     2000.4.5-2003.4.5     4.95%         *Guaranteed
       China, Beijing, Haidian Branch

       Bank Of China, Beiing Haidian            20,000,000                     2000.8.18-2002.8.18   5.94%        **Guaranteed
       Branch

       Bank of China, Beijing, Haidian          10,000,000                     2000.9.4-2002.9.4     5.94%        **Guaranteed
       Branch
                                             ----------------  ---------------
       Total                                    50,000,000                0
                                             ================  ===============
</TABLE>

         *  Guaranteed by XJ (Group) Corporation.

         ** Guaranteed by China Huadian Power Equipment and Engineering (Group)
            Corporation.

                                       15
<PAGE>


       BEIJING HATHAWAY SI FANG PROTECTION AND CONTROL EQUIPMENT CO., LTD.
              NOTES TO THE FINANCIAL STATEMENTS - 31 DECEMBER 2000
          (Unless otherwise indicated, all figures are stated in RMB)

12)   Paid-in capital

      Movements of share capitals of the Company are as follows:

<TABLE>
<CAPTION>

       SHAREHOLDERS                                  1999.12.31           ADDITIONS        DISPOSALS          2000.12.31
<S>                                                 <C>                <C>                <C>               <C>
       Beijing Sifang Tongchuang Protection and
       Control Equipment Co., Ltd.                    2,402,300           8,647,700                           11,050,000

       State Power Company Nanjing Power
       Automation Equipment General Factory           2,184,900           7,865,100                           10,050,000

       Hathaway Corporation                           2,174,000           7,826,000                           10,000,000

       XJ Group Corporation                           1,603,300           8,271,700

       China Huadian Power Equipment and
       Engineering (Group) Corporation                1,092,400           3,932,600                            9,875,000

       The State Electrified Netting Materials
       Co., Ltd.                                        869,600           3,130,400                            5,025,000

       Norva (S.E.A.) Private Limited                   543,500           1,460,800        2,004,300           4,000,000
                                                  --------------     ---------------    -------------     ---------------
       Total                                         10,870,000          41,134,300        2,004,300          50,000,000
                                                  ==============     ===============    =============     ===============

</TABLE>

       For the movement details of the paid-in capitals please see Notes 1.

                                       16
<PAGE>

       BEIJING HATHAWAY SI FANG PROTECTION AND CONTROL EQUIPMENT CO., LTD.
              NOTES TO THE FINANCIAL STATEMENTS - 31 DECEMBER 2000
          (Unless otherwise indicated, all figures are stated in RMB)

13)    Capital Reserve

<TABLE>
<CAPTION>

       ITEMS                                    1999.12.31          ADDITIONS            DISPOSAL            2000.12.31
<S>                                       <C>                  <C>                <C>                 <C>
       Provision for increased capital          38,530,000 *                           38,530,000
       Capital premium                             592,460                                                      592,460
                                          -----------------    ---------------    ----------------    ------------------
       Total                                    39,122,460                  0          38,530,000               592,460
                                          =================    ===============    ================    ==================
</TABLE>

       * Represents contributions paid by the investors prior to the obtaining
       government approval for the increase of registered capital. the amounts
       are recorded as share capital in 2000 after the relevant approvals issued
       by the authorities.

       According to a series resolution of the board of directors of the Company
       and approvals issued by the related authorities, the beginning balances
       of the paid-in capital and capital reserve were reclassified.

14)    Reserves

<TABLE>
<CAPTION>
                                    Reserve Fund           Enterprise           Staff and Worker's Bonus            Total
                                                         Expansion Fund             and Welfare Fund
<S>                               <C>                 <C>                     <C>                          <C>
       1999.12.31                         2,420,775                62,420                        267,365               2,750,560
       Additions                          3,590,000                                            3,590,000               7,180,000
       Disposals                                                                               2,578,272               2,578,272
                                  ------------------  --------------------    ---------------------------  ----------------------
       2000.12.31                         6,010,775                62,420                      1,279,093               7,352,288
                                  ==================  ====================    ===========================  ======================
</TABLE>

       According to the resolution of the broad of directors on 30 October 2000,
       Reserve Fund, Enterprise Expansion Fund, Staff and worker's bonus and
       welfare fund are combining stated as surplus reserve at the ending
       balance, among which Staff and worker's bonus and welfare is stated as
       welfare surplus.

                                       17
<PAGE>

       BEIJING HATHAWAY SI FANG PROTECTION AND CONTROL EQUIPMENT CO., LTD.
              NOTES TO THE FINANCIAL STATEMENTS - 31 DECEMBER 2000
          (Unless otherwise indicated, all figures are stated in RMB)

15)    Retained Earnings

<TABLE>
<CAPTION>
                                                                                   2000. 12. 31             1999. 12. 31
<S>                                                                               <C>                      <C>
        Beginning balance                                                            36,371,677               20,443,540
        Add: Current year profit                                                     53,098,850               35,754,137
        Less:* Appropriation to reserve fund                                          3,590,000                2,000,000
               *Appropriation to Enterprise Expansion fund

               *Appropriation to Staff and Worker's Bonus and Welfare                 3,590,000                1,000,000
               Fund
               Dividend Declared                                                      8,000,000                5,000,000
               Transferred to Capital                                                                         11,826,000
                                                                            -------------------- ------------------------
               Ending Balances                                                       74,290,527               36,371,677
                                                                            ==================== ========================
</TABLE>

         o Reserve Fund, Enterprise Expansion Fund, Staff and worker's bonus and
           welfare fund are combining stated as surplus reserve at the ending
           balance, among which Staff and worker's bonus and welfare is stated
           as welfare surplus.

16)   Finance Expenses

<TABLE>
<CAPTION>
                                                                         2000.12.31                1999.12.31
<S>                                                                    <C>                       <C>
          Interest paid                                                   4,709,773                 2,336,306
          Less: Interest Received                                           340,083
          Exchange loss                                                     127,256                       348
          Others                                                             17,792                     6,265
                                                       -----------------------------    ----------------------
          Total                                                           4,514,738                 2,342,919
                                                       =============================    ======================
</TABLE>

17)    Prior year adjustment

       The Company enjoyed an income tax Preference in 1999. Income tax rate for
       1999 was applied at 12%. After obtained approvals issued by Foreign
       Department of Stated Tax Bureau in August 2000, income tax rate at 7.5%
       was retroactively applied for 1999. The prior year adjustment primarily
       represents the income tax refund of overpaid income taxes at an income
       tax rate of 12% in the year 1999.

                                       18
<PAGE>

       BEIJING HATHAWAY SI FANG PROTECTION AND CONTROL EQUIPMENT CO., LTD.
              NOTES TO THE FINANCIAL STATEMENTS - 31 DECEMBER 2000
          (Unless otherwise indicated, all figures are stated in RMB)

5.     RELATED PARTY TRANSACTION

1)     Related Party without controlling power

<TABLE>
<CAPTION>
     RELATED PARTY                                                  RELATIONSHIP
<S>                                              <C>
     Beijing Sifang Protection and Control        The Shareholder of the Company, owned 22.1% interests
     Equipment Co., Ltd.

     Hathaway Corporation                         The shareholder of the Company, owned 20% interests
</TABLE>


2)    Pricing Policy

      The Company sells its products to related parties with a reference of fair
market value.

3)    Transactions of Related Party

a)    Transactions
      Sales

<TABLE>
<CAPTION>
              RELATED PARTY                                       DESCRIPTION            AMOUNT          AMOUNT
                                                                                          2000            1999
<S>                                                            <C>                    <C>             <C>
     Beijing Sifang Tongchuang Protection and Control           Sales of circuit
     Equipment Co., Ltd                                              board             63,016,645      16,951,496

     State Power Corporation Nanjing Electric Power
     Automation Equipment General Factory                    Sales of circuit board                    58,455,699
                                                                                    -------------- ---------------
     Total                                                                             63,016,645      75,407,195
                                                                                    ============== ===============
</TABLE>


     Materials in outside processing and purchases

<TABLE>
<CAPTION>
              RELATED PARTY                                   DESCRIPTION             AMOUNT            AMOUNT
                                                                                       2000              1999
<S>                                                     <C>                     <C>                <C>
     Beijing Sifang Tong Chuang Protection and Control  Materials in outside
     Equipment Co., Ltd.                                processing                     74,761,576        40,163,677

     State Power Company Nanjing Electric Power         Materials in outside
     Automation Equipment General Factory               processing                                       67,592,036

     Hathaway Corporation                               Purchases                                           124,282
                                                                                 -----------------  ----------------
     Total                                                                             74,761,576       107,879,995
                                                                                 =================  ================
</TABLE>

                                       19
<PAGE>

       BEIJING HATHAWAY SI FANG PROTECTION AND CONTROL EQUIPMENT CO., LTD.
              NOTES TO THE FINANCIAL STATEMENTS - 31 DECEMBER 2000
          (Unless otherwise indicated, all figures are stated in RMB)

     Payments of technology fees

<TABLE>
<CAPTION>
              RELATED PARTY                                          DESCRIPTION          AMOUNT         AMOUNT
                                                                                           2000           1999
<S>                                                            <C>                    <C>             <C>
     Beijing Sifang Tongchuang Protection and Control
     Equipment Co., Ltd.                                       Technology service fee      861,987        1,725,878

     State Power Company Nanjing Electric Power Automation
     Equipment General Factory                                 Technology service fee                     1,834,347
                                                                                        -----------  ---------------
     Total                                                                                 861,987        3,560,225
                                                                                        ===========  ===============
</TABLE>


b)    Outstanding balance with related parties

<TABLE>
<CAPTION>
          DESCRIPTION     RELATED PARTY                                                 AMOUNT                  AMOUNT
                                                                                      2000.12.31              1999.12.31
<S>                       <C>                                                         <C>                    <C>
                          State Power Company Nanjing Electric Power Automation

     Accounts receivable  Equipment General Factory                                                                74,974

                          Beijing Sifang Tongchuang Protection and control
                          Equipment Co. Ltd                                               151,266              11,567,190

                          Hathway Corporation                                                                      29,431

                          State Power Company Nanjing Electric Power Automation
     Accounts payable     Equipment General Factory                                                            25,366,277

                          Beijing Sifang Tongchuang Protection and control
                          Equipment Co. Ltd.                                           25,592,756               7,644,485

                          Hathaway Corporation                                            652,032                 558,736

</TABLE>

c)    Others

      The Company made a guarantee for RMB 5,000,000 loan of Beijing Sifang
      tongchuang Protection and Control Equipment Co., Ltd. on 28 February 2000
      (refer to Qingzi No3332)

      CONTINGENCY

      Except for the RMB 5,000,000 guarantee for a loan of Beijing Sifang
      tongchuang Protection and Control Equipment Co., Ltd, there is no material
      contingency existed at the balance sheet date.

6.    SUBSEQUENT EVENTS

      In the pursuant of Jingguo shui (1999) No. 183, the Company applied for a
      VAT refund concerning VAT paid on sales of products with Knowledge
      Software developed by the

                                       20
<PAGE>

       BEIJING HATHAWAY SI FANG PROTECTION AND CONTROL EQUIPMENT CO., LTD.
              NOTES TO THE FINANCIAL STATEMENTS - 31 DECEMBER 2000
          (Unless otherwise indicated, all figures are stated in RMB)

      Company independently on 20 September 2000. At 19th March 2001,
      RMB 6,000,000 VAT refund concerning the VAT paid at a
      rate over 6% was received.

7.    OTHER MATTERS

      1). According to the resolution of the Board of Directors on October 2000,
      the Company proposed to change it legal form from limited company to Stock
      Limited Company.

      2). In the pursuant of Jinguoshui Waifen Pifu (2000) No.2008, the Company
      is qualified as an advanced technology foreign investment enterprise and
      entitled to Preferential Policy of Income Tax at a rate of 10%. After the
      Company was changed to a domestic company on 28 September 2000, the
      relevant laws and regulations for foreign investment enterprises are not
      applicable. An income tax rate for domestic enterprises should have been
      applied since October 2000. However, the procedures as concerned are still
      in process, and applicable income tax rate isn't determined yet. An income
      tax rate of 10% is still be applied by the Company at present.

                                       21
<PAGE>

                              HATHAWAY CORPORATION

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                   HATHAWAY CORPORATION


                                   By  /s/ Richard D. Smith
                                     -----------------------
                                           Richard D. Smith

                                   President, Chief Executive Officer and
                                   Chief Financial Officer

                                   Date: June 29, 2001

                                       22