SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB12

INITIAL REPORT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT
                                     OF 1934
                   For the 3rd Quarter Ended February 29, 2000

                        Commission file number   0-28239

                              SUNFLOWER (USA), LTD.
                              ---------------------
             (Exact name of Registrant as specified in its charter)

           Nevada                                          82-0349651
   -------------------------                       -----------------------------
   (State  of incorporation)                       (I.R.S. Employer I.D. Number)

   764 Industry Drive, Building 16, Tukwila, Washington                 98188
   -----------------------------------------------------------------------------
  (Address of principal executive offices)                            (Zip Code)

 Registrant's telephone number, including area code   (206)-394-9701 or 394-9702
                                                      --------------------------

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     ,  No   X .
                                             ---        ---

The  Registrant's  revenues  for  its most recent fiscal year ended May 31, 1999
were  $18,172,423  and  for  its  most recent nine months revenue three quarters
ended  on  February  29,  2000  were  $20,405,787.

As  of  February  29, 2000, the Registrant has 4,546, 667 shares of common stock
outstanding.  The aggregate market value (based on an average high bid and a low
asking  price  of  such  common  equity as quoted on the OTC Electronic Bulletin
Board) of common stock held by non-affiliates of the Registrant (578,333 shares)
was  approximately  $2,371,165.


<PAGE>
       #1Securities to be registered pursuant to Section 12(b) of the Act:
         -----------------------------------------------------------------

                   Title of each class to be registered: NONE
                   ------------------------------------------

       Name of each exchange on which each class is to be registered: NONE
       -------------------------------------------------------------------

       Securities to be registered pursuant to Section 12 (g) of the Act:
       ------------------------------------------------------------------

                      Title of each class to be registered:
                      -------------------------------------

                        COMMON STOCK IS $0.001 PAR VALUE
                        --------------------------------

                       SunFlower (USA) Ltd., Symbol (SFLW)
                       -----------------------------------

       Name of each exchange on which each class is to be registered: NONE
       -------------------------------------------------------------------


<PAGE>
                              SunFlower (USA), Ltd.
                              ---------------------

                     Unaudited Interim Financial Statements
                     --------------------------------------

                    For Third Quarter Ended February 29, 2000




Contents                                                             Pages
-------------------------------------------------------------------  -----

Accountants' Review Opinion                                              4

Unaudited Consolidated Balance Sheet                                     6

Unaudited Consolidated Statements of Operations                          7

Unaudited Consolidated Statement of Changes in Stockholders' Equity      8

Unaudited Consolidated Statement of Cash Flows                           9

Notes to the unaudited consolidated financial statements             10-20

Consent Of Independent Certified Public Accountant                      21

Signatures                                                              22


<PAGE>
                                 DICKSON V. LEE
                      CERTIFIED PUBLIC ACCOUNTANTS, L.L.C.
______________________________________________________________________________
Main  Address:  110 Wall Street, Suite 15C, New York, NY 10005 PMB 100
-------------   Telephone:  (212)  701-8587          Fax:  (212)  701-8543

China Address:  Suite  2503,  United  Plaza,  Shenzhen,  China
--------------  Telephone:  (755)  271-0062          Fax:  (755)  271-0389
______________________________________________________________________________

                           Accountants' Review Opinion


SunFlower  (USA),  Ltd.
Stockholders  and  Board  of  Directors



We have made a review of the consolidated balance sheet of SunFlower (USA), Ltd.
as  of  February 29, 2000, 1999  and 1998, which is the end of the third quarter
of  the  2000,  1999  and  1998  fiscal  years  and  the  related  consolidated
statements  of  income  and  expenses,  consolidated  statement  of  changes  in
stockholders'  equity  and  consolidated  statement  of  cash  flows  for  the
three-month periods  then ended, in accordance with standards established by the
American  Institute  of Certified Public Accountants. These consolidated interim
financial  statements  are  the  responsibility  of  the  Company's  management.

A  review  of interim financial information consists principally of obtaining an
understanding  of  the  system  for  the  preparation  of  interim  financial
information,  applying  analytical  procedures  to  financial  data  and  making
inquiries  of  persons  responsible for financial and accounting matters.  It is
substantially  less in scope than an examination in accordance with the American
generally  accepted auditing standards, the objective of which is the expression
of an opinion regarding the financial statements taken as a whole.  Accordingly,
we  do  not  express  such  an  opinion.


<PAGE>
On  the basis of our review, we are not aware of any material modifications that
should  be  made  to  the  accompanying  financial  statements for them to be in
conformity  with  the  American  generally  accepted  accounting  principles.






Dickson  V.  Lee,  Certified  Public  Accountants,  LLC
New  York,  New  York
April  8,  2000


<PAGE>
<TABLE>
<CAPTION>
                                  SUNFLOWER (USA), LTD.
                          UNAUDITED CONSOLIDATED BALANCE SHEET
                          ------------------------------------

                         FOR THE THIRD QUARTER ENDED FEBRUARY 29

<S>                                                <C>          <C>          <C>
ASSETS
                                                         2000         1999         1998
                                                   -----------  -----------  -----------
CURRENT ASSETS
    CASH AND CASH EQUIVALENTS                       3,726,612      941,922    1,490,838
    ACCOUNTS RECEIVABLE (NET) (NOTE 2C)             2,519,691    1,378,827      227,667
    INVENTORIES LESS ALLOWANCE (NOTE 2G)            5,145,691    4,414,454    3,668,204
    DEPOSITS, OTHER ADVANCES (NOTE 2D)             11,755,913   24,072,225   12,397,648
                                                   -----------  -----------  -----------
TOTAL CURRENT ASSETS                               23,147,907   30,807,428   17,784,357

FIXED ASSETS (NOTE 2E)
    LAND & BUILDINGS                               11,587,955    2,468,820    2,220,315
    MACHINE & OTHERS                               18,915,596    3,501,496    3,396,498
LESS: ACC DEPRECIATION                             (3,002,148)  (2,722,496)  (1,750,602)
                                                   -----------  -----------  -----------
FIXED ASSETS (NET)                                 27,501,403    3,247,820    3,866,211

OTHER ASSETS
    CONSTRUCTION IN PROGRESS                        2,735,539    5,039,266    4,947,992
                                                   -----------  -----------  -----------
TOTAL ASSETS                                       53,384,849   39,094,514   26,598,560
                                                   ===========  ===========  ===========



LIABILITIES & STOCKHOLDERS' EQUITY
                                                         2000         1999         1998
                                                   -----------  -----------  -----------
CURRENT LIABILITIES
    ACCOUNTS PAYABLES                               2,008,257      908,699    1,635,393
    SHORT TERM LOANS (NOTE 4)                      12,994,661    5,433,657    5,388,115
    OTHER PAYABLES (NOTE 2H)                        5,342,987      923,853    5,826,602
                                                   -----------  -----------  -----------
TOTAL CURRENT LIABILITIES                          20,345,905    7,266,209   12,850,110

LONG TERM LIABILITIES                              12,501,205   13,208,847    1,760,949
                                                   -----------  -----------  -----------
TOTAL LIABILITIES                                  32,847,110   20,475,056   14,611,059

STOCKHOLDERS' EQUITY
    COMMON STOCK, PAR VALUE $0.001
    AUTHORIZED SHARES- 50,000,000, ISSUED
       AND OUTSTANDING SHARES- 4,546,667 (NOTE 5)       4,547       12,500       12,500
    ADDITIONAL CAPITAL (NOTE 6)                    15,880,594   15,040,964    8,530,120
    RETAINED EARNINGS                               4,652,598    3,565,994    3,444,881
                                                   -----------  -----------  -----------
TOTAL STOCKHOLDERS' EQUITY                         20,537,739   18,619,458   11,987,501


                                                   -----------  -----------  -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         53,384,849   39,094,514   26,598,560
                                                   ===========  ===========  ===========
</TABLE>


The  notes on pages 10 to 20 form an integral part of these consolidated interim
financial  statements.


<PAGE>
<TABLE>
<CAPTION>
                                                SUNFLOWER (USA), LTD

                                  UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  -----------------------------------------------

                                      FOR THE THIRD QUARTER ENDED FEBRUARY 29

                                              2000                       1999                       1998
                                    -------------------------  -------------------------  -------------------------
                                       THIRD     THREE QUARTERS   THIRD    THREE QUARTERS    THIRD    THREE QUARTERS
                                      QUARTER     ACCUMULATED    QUARTER    ACCUMULATED     QUARTER     ACCUMULATED
                                    -----------  ------------  -----------  ------------  -----------  ------------
<S>                                 <C>          <C>           <C>          <C>           <C>          <C>
SALES (NOTE 2J)                     $5,626,095   $20,405,787   $4,890,169   $14,598,700   $ 3,732,035  $11,172,853
COST OF SALES                        3,812,506    14,936,573    3,423,133    10,708,725     3,106,307    8,981,994
                                    -----------  ------------  -----------  ------------  -----------  ------------
GROSS PROFIT                         1,813,589     5,469,214    1,467,036     3,889,975       625,728    2,190,859
SELLING EXPENSES                        26,353        82,168       29,072        93,675        62,956      133,945
GENERAL & ADMINISTRATION EXPENSES      220,822       890,178      102,894       510,953       107,346      309,136
                                    -----------  ------------  -----------  ------------  -----------
OPERATING PROFIT                     1,566,414     4,496,868    1,335,070     3,285,347       455,426    1,747,778
FINANCIAL EXPENSES (NOTE 2K)           136,231       451,688      408,740       485,849        54,192      271,139
OTHER INCOME/(EXPENSE)                 (38,557)      (44,413)      (7,812)      (46,318)       14,570      (31,130)
                                    -----------  ------------  -----------  ------------  -----------
INCOME BEFORE TAX                    1,391,626     4,000,767      918,518     2,753,180       415,804    1,445,509
TAX (NOTE 2L)                          417,488     1,075,740            -             -             -            -
                                    -----------  ------------  -----------  ------------  -----------  ------------
NET INCOME                          $  974,138   $ 2,925,027   $  918,518   $ 2,753,180   $   415,804  $ 1,445,509
                                    ===========  ============  ===========  ============  ===========  ============

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES - BASIC AND DILUTED         4,546,667     4,546,667    4,166,667     4,166,667    12,500,000   12,500,000
EARNINGS PER SHARE
  - BASIC                           $     0.21   $      0.64   $     0.22   $      0.66   $      0.03  $      0.12
                                    -----------  ------------  -----------  ------------  -----------  ------------

  - DILUTED                         $     0.21   $      0.64   $     0.22   $      0.66   $      0.03  $      0.12
                                    -----------  ------------  -----------  ------------  -----------  ------------
</TABLE>


The  notes on pages 10 to 20 form an integral part of these consolidated interim
financial  statements.


<PAGE>
<TABLE>
<CAPTION>
                                      SUNFLOWER (USA), LTD.

               UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
               -------------------------------------------------------------------

                             FOR THE THIRD QUARTER ENDED FEBRUARY 29


<S>                             <C>          <C>       <C>          <C>           <C>
                                COMMON       COMMON
                                STOCK        STOCK     ADDITIONAL   RETAINED      STOCKHOLDERS'
                                SHARES       AMOUNT    CAPITAL      EARNINGS      EQUITY
                                -----------  --------  -----------  ------------  ---------------
BALANCE  AS OF MAY 31 1997      12,500,000   $12,500   $ 8,530,120  $ 1,999,372   $   10,541,992
CAPITAL INCREASE                         -         -     3,510,844            -        3,510,844
NET INCOME FOR THE YEAR                  -         -             -    1,813,442        1,813,442
RECAPITALIZATION                         -         -     3,000,000   (3,000,000)               -
                                -----------  --------  -----------  ------------  ---------------
BALANCE AS OF MAY 31 1998       12,500,000    12,500    15,040,964      812,814       15,866,278
                                             --------  -----------  ------------  ---------------
DISTRIBUTION                             -         -             -   (1,566,265)      (1,566,265)
REVERSE SPLIT                   (8,333,333)   (8,333)            -            -           (8,333)
COMMON SHARE ISSUED                370,000       370       839,630            -          840,000
COMMON SHARE ISSUED                 10,000        10            10
NET INCOME FOR THE YEAR                  -         -             -    2,481,022        2,481,022
                                -----------  --------  -----------  ------------  ---------------
BALANCE AS OF MAY 31 1999        4,546,667     4,547    15,880,594    1,727,571       17,612,712
                                -----------  --------  -----------  ------------  ---------------
NET INCOME FOR THREE QUARTER
  ACCUMULATED                            -         -             -    2,925,027        2,925,027
                                -----------  --------  -----------  ------------  ---------------
BALANCE AS OF FEBRUARY 29 2000   4,546,667     4,547    15,880,594    4,652,598       20,537,739
                                ===========  ========  ===========  ============  ===============
</TABLE>


The  notes on pages 10 to 20 form an integral part of these consolidated interim
financial  statements.


<PAGE>
<TABLE>
<CAPTION>
                                             SUNFLOWER (USA), LTD.

                                 UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
                                 ----------------------------------------------

                                    FOR THE THIRD QUARTER ENDED FEBRUARY 29

                                                                              2000          1999          1998
                                                                       ------------  ------------  ------------
<S>                                                                    <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME                                                             $   974,138   $   918,518   $   415,804
ADJUSTMENTS TO RECONCILE NET INCOME TO CASH PROVIDED BY
OPERATING ACTIVITIES:
  (INCREASE)/DECREASE IN ACCOUNTS RECEIVABLE                             2,293,118        61,573     1,737,832
  (INCREASE)/DECREASE IN DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES      (512,158)   (1,963,413)    1,316,001
  (INCREASE)/DECREASE IN INVENTORIES (NET)                                (255,994)      599,065    (1,330,947)
  DECREASE IN ACCOUNTS PAYABLE                                           1,005,859    (1,013,680)     (228,173)
  INCREASE/(DECREASE) IN OTHER PAYABLE AND CHARGES                      (6,544,716)     (299,712)    3,343,510
  DEPRECIATION EXPENSES                                                    285,552       674,638       220,063
                                                                       ------------  ------------  ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES                               (2,754,201)   (1,023,011)    5,474,090

CASH FLOWS FROM INVESTING ACTIVITIES:
  PURCHASE OF PROPERTY, PLANT AND MACHINERY                                      -      (318,059)     (384,126)
  PROCEEDS FROM SALES OF PLAN AND MACHINERY                                      -       138,834             -
  DECREASE IN CONSTRUCTION IN PROGRESS                                    (451,435)      282,433        55,618
                                                                       ------------  ------------  ------------
NET CASH FLOWS FROM INVESTING ACTIVITIES                                  (451,435)      103,208      (328,508)

CASH FLOWS FROM FINANCING ACTIVITIES:
  INCREASE IN LONG TERM DEBT                                                     -       799,441     1,255,074
  INCREASE IN SHORT TERM BANK LOAN                                       4,379,624             -             -
  REDUCTION IN SHORT TERM BANK LOAN                                              -    (1,073,198)   (6,766,915)
                                                                       ------------  ------------  ------------
NET CASH FLOWS FROM FINANCING ACTIVITIES                                 4,379,624      (273,757)   (5,511,841)

NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENT                      1,173,988    (1,193,560)     (366,259)
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD (DECEMBER 1)        2,552,624     2,135,482     1,857,097
                                                                       ------------  ------------  ------------
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD (FEBRUARY 29)           $ 3,726,612   $   941,922   $ 1,490,838
                                                                       ============  ============  ============
</TABLE>


The  notes on pages 10 to 20 form an integral part of these consolidated interim
financial  statements.


<PAGE>
1)     GENERAL
       -------

SunFlower (USA), Ltd. (the Company) is incorporated in the State of Nevada, with
the  place  of  business  located  at  764 Industry Drive, Building 16, Tukwila,
Washington  98188.   It  owns  100% of its subsidiary - SunFlower Industry (BVI)
Co.  Ltd.  (SunFlower  (BVI)),  which is incorporated in British Virgin Islands.
SunFlower  (BVI) is a shell company, which has no activities except that it owns
100%  of  its  subsidiary  - SunFlower Industry Co. Ltd. (SunFlower), located in
Sheng  Yang  City, People's Republic of China (PRC), is incorporation in the PRC
as  a  sino-Hong  Kong  joint  venture  in  1992.

The  Company's  main  activities  are  operated by its PRC subsidiary SunFlower,
which  has  been  in  operation  since  1992.  The  Company  engages  in  the
manufacturing  and  marketing  of different types of alloys and copper products,
such  as  copper  pipes,  sheets,  wires,  plates,  belts,  white copper, yellow
copper  and nickel alloy, etc. The Company receives its sales orders mainly from
the  utility  and  power  generating  industries.  Its  products are used in the
high-voltage  power  transmission, turbines, electrical cables, heat exchangers,
refrigerators  and  air  conditioners.

The  Company establishes an US executive office in the suburban area of Seattle,
located  at  764  Industry  Drive,  Tukwila,  Washington  98188 to expand its US
presence in July 1999.  So that the Company can secure copper raw materials from
the  US  for  its Chinese manufacturing facilities and start sales activities of
its  copper  pipes,  wires  and  brass  products  in  America.

The  Company retains Graves Group & Company of Seattle, Washington as its public
relations  consultant  to  assist  the Company to generate news coverage in both
industry  trade  press as well as the business media in Seattle and to produce a
marketing  brochure  on  the  Company.

The  Company has filed the Form 10SB with the Securities and Exchange Commission
(SEC)  according  to  the  Section 12(g) of the Securities Exchange Act of 1934.
The  SEC  is currently reviewing company's filing of Form 10-SB.The Company made
an  announcement  that it intends to apply for the listing at the American Stock
Exchange  (AMEX)  after the SEC filing is accepted.  This upgrading of its stock
listing  is an integral part of the Company's objective to expand into the North
American market. The AMEX filing is in process and is expected to complete, upon
the  clearance  from  the  SEC  and  AMEX  reviews.

The  Company  executed  an agreement with Mr. Daniel S. Mckinney, to appoint Mr.
Mckinney  as  its (non-executive) director to promote the Company's business and
growth  objective  in  North  America  in  September,  1999. The duration of the
agreement lasts for a period of three years.  Mr. Mckinny is entitled to certain
amount  of stock and stock options of the Company for his service to be rendered
to  the  Company.


2)   PRINCIPAL  ACCOUNTING  POLICIES  AND  PRACTICE
     ----------------------------------------------

     a)   FISCAL YEAR ENDING MAY 31

     The Company's fiscal year ends on May 31 of the following year. This fiscal
     year policy has been adopted consistently in the past years.

     b)   BASIS OF CONSOLIDATION

     The consolidated  financial  statements include the accounts of the Company
     and its  subsidiaries  (See Note 1,  General).  All material  inter-company
     balances and transactions, if any, have been eliminated on consolidation.

     c)   ACCOUNTS RECEIVABLE

     Accounts receivable is the sales amount to be received. The balance of this
     account is recorded net of provisions for bad debt amounts.

     d)   DEPOSITS, ADVANCES AND OTHER RECEIVABLES

     The balance  includes  deposits  paid for purchase of raw materials & fixed
     assets,  advances  given to company's  employees  for business  travels and
     conferences. No related parties borrowings exist in the account. No related
     party borrowings exist.

     e)   PROPERTY, PLANT AND EQUIPMENT AND DEPRECIATION EXPENSES

     Fixed assets are recorded at historical  costs.  Depreciation  expenses are
     calculated  to write off asset costs after  deducting the scrap values on a
     straight line basis over the expected  useful lives.  The Company's  policy
     requires proper maintenance to ensure the useful lives of the fixed assets.
     The Company has been in the  expansion  phase since 1997,  to construct its
     new  factory  building  and  install  manufacturing  equipment  in order to
     increase  production  quantity and quality.  The expansion of production is
     mainly financed by debt facilities (see Note 4, Bank Loans).

     f)   CONSTRUCTION IN PROGRESS

     The  amount  of  expansion   while  in  progress  is  recorded   under  the
     Construction In Progress account.  When the construction is completed,  the
     balance of the  Construction In Progress account is then transferred to the
     Property, Plant & Equipment account.

     g)   INVENTORIES

     Inventories  are  stated  at a  predetermined  manufacturing  cost for each
     product  during the year.  The inventory  cost includes  direct  materials,
     direct labor and  manufacturing  overheads.  Costs are then adjusted at the
     year end to reflect the actual value of the  inventories.  Inventories  are
     recorded on the "first-in first-out" basis, which is in compliance with the
     Generally Accepted Accounting Principle.

     h)   OTHER PAYABLES

     The balance includes various payables including deposits received,  accrued
     expenses and notes payables.

     i)   FOREIGN CURRENCY TRANSLATION

     The  Company  prepares  its  financial  statements  using US dollars as the
     reporting currency.  However, its overseas operation in PRC is conducted in
     PRC  currency  (RMB) (the  functional  currency).  Transactions  in RMB are
     translated  into  United  States  dollars  (the  reporting   currency)  for
     consolidation. In accordance with SFAS No.52, Foreign Currency Translation,
     foreign  currency  transactions  are  translated  into  US  dollars  at the
     applicable rates of exchange  prevailing at the dates of the  transactions.
     Assets and liabilities are  denominated at applicable  rates  prevailing at
     the balance sheet date.  Exchange  differences,  if any, resulting from the
     above  translation  policy are reported in stockholders'  equity.  Gains or
     losses arising from exchange foreign currency  translations are included in
     "other comprehensive income" in the statement of operations


<PAGE>
     Currently,  the  exchange  rate  of RMB to US  dollars  is  stable  and the
     Company's  management does not expect any major fluctuation in the currency
     rate, which would affect the comprehensive  income result of exchange gains
     and losses.  There is no comprehensive income arising from foreign currency
     exchange gains and losses in the Company's statement of operations.

     j)   SALES/REVENUE RECOGNITION

     Product  sales/revenue is recognized upon transfer of title of goods,  this
     is in accordance with the American Generally Accepted Accounting Principle.
     For each period  cover,  the  increase of net sales are mainly due to sales
     volume (not due to an increase of product). It is a result of the Company's
     expansion of plant facilities.

     k)   FINANCIAL EXPENSES

     The total amount of interest  costs  incurred and charged to expense during
     the periods,  which excludes the amount of interest cost, been  capitalized
     as fixed assets,  (i.e.  interest expenses necessary to bring the assets to
     the condition  and location for its intended use during the periods,  which
     has future value are capitalized  and  depreciated  over the useful life of
     such fixed assets) are as follows:


<TABLE>
<CAPTION>
                         February 29, 2000   February 28, 1999   February 28, 1998
                         ------------------  ------------------  ------------------
<S>                      <C>                 <C>                 <C>
-  Interest Expense      $          136,231  $          408,740  $           54,192
-  Interest capitalized  $          450,230  $          204,223  $           71,466
</TABLE>

     l)   INCOME TAX

     The Company and its  subsidiaries  are subject to income taxes on an entity
     basis on income arising in or derived from the tax  jurisdictions  in which
     they  operate.  The  current  provision  for income tax is  provided at the
     applicable  tax rates in accordance  with the relevant  income tax laws and
     tax credits when applicable, may be applied.

     Currently,  a provision of taxes was made at approximately 30% as Company's
     income tax liabilities for its PRC subsidiary. An opinion has been obtained
     from the taxing  authority that the Company  entitles a special reduced tax
     rate  of  15%  on  income  under  Preferential  Tax  Policies.   Hence,  an
     over-provision of income tax may incur. When the legal opinion is received,
     the Company may  consider to reverse its  overstated  tax  liabilities  and
     adjust the tax implication at the year end final.

     The  Company  accounts  for income  taxes  under the  Financial  Accounting
     Standards Board of Financial  Accounting Standard No, 109,  "Accounting for
     Income Taxes".  Under the  Statements,  deferred tax assets and liabilities
     are recognized for the future tax  consequences  attributable to difference
     between the financial  statement  carrying  amounts of existing  assets and
     liabilities  and their  respective  tax  basis.  Deferred  tax  assets  and
     liabilities are measured at an enacted rate to recovered or settled.  Under
     the  Statement,  the effect on  deferred  tax assets and  liabilities  of a
     change in tax rate is  recognized in income in the period that includes the
     enactment date.  Assuming  overall tax of 15%, the SFAS 109 presentation is
     as follows:

                             2000      1999
                          --------  --------

     Deferred Assets      $475,625  $625,025
     Valuation Allowance         0        0.
     -------------------  --------  --------
     Net Deferred Assets  $475,625  $625,025

     The  Company's  wholly  owned  subsidiary   located  in  the  PRC  has  not
     repatriated  any profit nor  distributed  earnings to the Company in the US
     since its incorporation in October, 1998. Since there is no profit incurred
     in the United States,  nor income received from its overseas  subsidiary as
     defined  under  Section  951 of Subpart  F,  Income of  Controlled  Foreign
     Corporation.  Therefore,  the profits  are  recognized  for the  accounting
     purposes,  while  profits are  deferred and not  recognized  for the US tax
     purposes, the difference is permanent and may not be revised.

     The  Company  has filed its US  Corporate  tax return  timely.  The Company
     management  believes that the Company may not have U.S. tax  liabilities at
     the present time. However,  when profit is incurred in the United States or
     income received from its overseas subsidiary, the Company may be subject to
     U.S. taxes. Consequently a U.S. tax provision is to be made.


<PAGE>
     m)   USE OF ESTIMATES

     The  preparation of the financial  statements in conformity  with generally
     accepted  accounting  principles  requires  management  to  make  necessary
     estimates and assumptions.  The management believes that the estimates used
     in  preparing  the  financial  statements  are  reasonable  and accurate to
     properly reflect the operations of the Company. In addition,  the estimates
     used are not subject to near term risk of change, if any.

     n)   COMPREHENSIVE INCOME

     In  accordance  with  SFAS  No.130,  if gains or losses  incurred  from the
     transaction  of  foreign  currency  exchange  the  gains or losses is to be
     recorded under  comprehensive  income on the statement of  operations.  The
     Company has no  comprehensive  income for the periods  reported.  (Refer to
     Note 2 i - Foreign Currency Translations ).

3)   SEGMENTED  GEOGRAPHIC  SALES
     ----------------------------

Presently, a 100% of sales is generated from its Chinese subsidiary and no sales
is  made  by  the  Company  in  the  United  States  (See  Note  2j).

During  the  third  quarter  ended  February,  2000, sales to 10 major customers
accounted  for  over  approximate  60% of the Company's sales.  However, none of
these individual customer purchases over 10% of the Company's sales.  The dollar
value  of  sales to these customers is expected to maintain or increase steadily
over  the  next  several  years  due  to  the  fact that the Company is the only
privately-owned  alloy  manufacturer  in  the  PRC,  which  can  produce certain
products  to  meet  the  specifications  and  quality  of  its  customers.  The
management indicated that it will continue to provide alloy products to meet the
demands  of  its  customers.

4)     BANK  LOANS
       -----------

As  a  result  of  a  major  expansion  of  the  Company's  factory building and
manufacturing  facilities, loans from banks were secured as a way to finance the
expansion.  The  outstanding  loan balance amounted to US$12,994,661,  being the
portion  repayable  within one year, is reflected under the Current Liabilities.
The  remaining  loan  balance  of  US$12,501,205  is  shown  under the Long Term
Liabilities.  Details  of  the  terms  of  bank  loans:


<PAGE>
<TABLE>
<CAPTION>
<S>          <C>         <C>               <C>                         <C>          <C>         <C>
Principle    Denominate  Interest          Name of                     Maturity
             Currency    Rate              Banks                       Date         Collateral  Nature
                         ----------------  --------------------------  -----------  ----------  ----------
58,489      RMB         0.5115%  monthly  Bank of Communications      April, 2000  No          Short Term
-----------  ----------  ----------------  --------------------------  -----------  ----------  ----------
706,831     RMB          0.5445% monthly  Shenyang Corporation Bank   April, 2000  No          Short Term
3,313,253   RMB          0.536%  monthly  Shenyang Credit Bank        April, 2000  No          Short Term
498,717     USD          Libor plus       Bank of Communications      May, 2000    No          Short Term
2,176,528   RMB          0.5625% monthly  Shenyang Credit Bank        May, 2000    No          Short Term
3,253,012   RMB          0.702%  monthly  Agricultural Bank of China  May, 2000    No          Short Term
2,987,831   RMB          0.792%  monthly  Construction Bank of China  May, 2000    No          Short Term
12,501,205  RMB          1.035%  monthly  Shenyang Credit Bank        April, 2001  Yes         Long Term
</TABLE>

All  bank  loans  are  charged with a fixed interest rate, except the US$498,717
loan,  which  is charged with a "LIBOR plus" floating interest rate.  Bank loans
are  subject  to  potential  credit  risk.  The  management  expects  continuing
availability  of  these  short-  term  funds  in  the  future. It is the general
practice  of  the  banking institutes in the PRC  to grant loans on a short term
basis. The short term loans will be renewed at the end of the maturity date. The
long  term  loan  was  secured  by  an affiliated company, which Mr. Edward LIU,
chairman  of  the  Company,  has  a  controlling  interest.

5)     STOCK  AND  SHAREHOLDERS
       ------------------------

The  Company  has 50,000,000 shares of authorized common stock with par value of
US$0.001  per  share.  No preferred stock is authorized and outstanding.  During
the  second  quarter  of  1998, the outstanding common shares of 12,500,000 were
reduced  to  4,166,667  common  shares.

The  Company's  shares are listed and traded on the OTC "BB"  (or NASDAQ), under
the  symbol  "SFLW" on and about October 5, 1998. Signature Stock Transfer, Inc.
in  Dallas,  Texas,  serves  as  transfer  agent and registrar for the Company's
common  stock.  During  the  forth  quarter  of  the  1998,  approximate 370,000
additional  common  shares  were  authorized  to issue to the public in order to
raise  US$1million.  The  Company  also  entered  into  a 3 year contract with a
director (non-executive), in which 10,000 shares and small amount of options are
awarded  each  year  (see  Note  1).  As  a  result,  the  total  common  shares
outstanding  is  approximate  4,546,667  shares.
Principal shareholding of the Company after the US$1 million fund raising, is as
follows:


<PAGE>
<TABLE>
<CAPTION>
Name                                           Title           Shares    Percentage
                                               Owned           Owned
<S>                                      <C>                 <C>         <C>
Edward LIU                               Chairman/Secretary  2,200,000       48.387%
Paul MENG                                Director/President    240,000        5.279%
Witty LIU                                Director              240,000        5.279%
Joy King ZHANG                           Director              120,000        2.639%
Virginia TONG                            Director               80,000        1.760%
Christina ZHANG                          Director               80,000        1.760%
Nathan GOLDENTHAL                        Director                  333        0.007%

Total officers and directors as a group                      2,960,333        65.11%
</TABLE>

6)     PAID-IN-CAPITAL
       ---------------

Referred  to  "Unaudited  Consolidated  Statement  of  Changes  in Stockholders'
Equity".  The total additional paid in capital of the Company as of February 29,
2000  is  US$15,880,594.  While  the  paid in capital in 1999 was US$15,040,964.

7)     COMMITMENT  AND  CONTINGENCIES
       ------------------------------

It  is company management's belief, the Company is not subject to the US  profit
tax  (see  Note  2l-  Income tax). As a result, no provision was made for the US
taxes  liabilities.  Annual tax filing was made to the Internal Revenue Service.
It  has  not  been challenged, but it may be subject to challenge in the future.

No  other  material commitments and contingencies other than doing business were
noted  as  of  February  29,  2000.


8)     YEAR  2000  ISSUES
       ------------------

The Company has implemented a Year 2000 (Y2K) program aimed at ensuring that its
Company  systems, applications and equipment will function properly beyond 1999.
As a part of this program, the Company conducted an assessment of  its equipment
and  machinery  during August, 1998.  The Company's machinery do not have timers
or  date  counters  and,  therefore, are not subject to Year 2000 problems.  The
Company  continuously  seeks  to  upgrade  and  improve its computer systems and
software  to  better  service customers and to support its growth.  As a result,
all  of  the Company's computer systems and software have been recently acquired
or  upgraded and the Company believes they are Year 2000 compliant, though there
can  be  no  assurance  in  this  regard.

Because  the  Company  replaced or upgraded its computer systems and software in
conjunction  with its normal business practices, it has not allocated additional
resources  or  attributed additional costs to Year 2000 compliance.  The Company
will  continue to assess and test newly purchased machinery and computer-related
hardware  and  software  to  ensure  such  items  comply  with  Year  2000.


9)     INFLATION
       ---------

It  is  believed  that  inflation has not had a material impact on the Company's
business  in  recent  years. It is management belief that the inflation will not
have  material  impact  in  the  future.


10)      RELATED  PARTY  TRANSACTIONS
         ----------------------------

The  Company  has  some facilities which are shared by its affiliated companies.
The  financial  effects  of  the  shared  facilities are not material. All other
related  party  transactions  are  reviewed  and  disclosed  when  material,  in
accordance  with  FASB  No.57.


11)     OPERATING  RISKS
        ----------------

The  Company's  main  operations  are  conducted  in  the PRC.  Accordingly, the
business,  financial  conditions  and results on operations may be influenced by
the  political,  economic  and  legal  environment  in  the  PRC.  The Company's
operations  may  be  subjected to special considerations and risks not typically
associated  with  Companies  in  North  America.

The  Company is currently in compliance with applicable environmental protection
regulations  of  the  regulatory  agency.


12)     FOREIGN  CORRUPT  PRACTICES  ACT
        --------------------------------

The  Company is subject to the U.S. Foreign Corrupt Practices Act of 1977, which
generally  prohibits U.S. companies from engaging in bribery or other prohibited
payments  to  foreign  officials  for  the  purpose  of  obtaining  or retaining
business.  Foreign  companies, including some that may compete with the Company,
are  not  subject  to these prohibitions. During the review, no violation of the
Foreign  Corrupt  Practices  Act  by  the  Company  is  noted.


13)     RETIREMENT  PLAN
        ----------------

The  Company's  employees  in  the  PRC  and  the United States are all hired on
contractual  basis,  which Company has no obligations for pension liabilities to
the  employees.  In  addition,  Company  has  not  adopted  post-retirement  or
post-employment  benefit  plans.


14)     SHORTAGE  OF  LABOR
        -------------------

The  Company  does  not  experience  any labor shortage or labor disputes in the
past.  It  is  expected  that  labor resources are abundant to fulfill company's
manufacturing  and  operating  needs.


15)     SHORTAGE  OF  SUPPLIES  /  COPPER  PRICES  FLUCTUATION
        ------------------------------------------------------

The  Company  purchases  raw  materials  and  supplies  from various sources and
suppliers  (e.g.  used  coppers,  copper  ingots,  other  non-ferrous metals) to
manufacture  its  products.  The Company does not experience any shortage of raw
materials and supplies. It is expected that under a normal business environment,
there  is  no  shortage  of  raw  material  and  supplies  in  the  near future.

The  Company  purchases  copper  raw  materials  and  processes them to finished
products. The prices of copper raw materials may fluctuate from time to time. It
has been low for the past few years, but prices may rise, resulting in increased
material  prices  for  operations.



<PAGE>
16)     RELIANCE  ON  KEY  PERSONNEL
        ----------------------------

Despite  that most of the key personnel and employees have been with the Company
for  over  four  (4)  years,  the  operation  of the Company is dependent on the
services  of its top ranking officers and employees.  The possible loss of their
services  or  the  inability to attract qualified personnel will have a material
adverse  effect  on  the Company.  The Company indicated that it will be able to
retain  or attract qualified personnel in the future to maintain its operations.


17)     ACCOUNTING  FOR  STOCK  OPTIONS
        -------------------------------

In October 1995, the FASB issued Statement of Financial Accounting Standards No.
123  "Accounting  for Stock Based Compensation" (FASB No.123), which established
the "fair value" method of accounting for stock based compensation arrangements.
The  Company  has  adopted  a Stock Option Plan to its director (non-executive).
The  amount  involved  is not material, taking the total shares outstanding as a
whole  (see Note 1).   The Board of Directors intends to adopt more stock option
plans  in  the  future  to  reward  its  management,  directors and employees of
exceptional  contributions  to  the  Company.

18)     IMPACT  OF  RECENTLY  ISSUED  ACCOUNTING  STANDARDS
        ---------------------------------------------------

Statement  of  Financial Accounting Standards No.133 - Accounting for Derivative
Instruments  and  Hedging  Activities  (FASB  No.133) was recently issued.  FASB
No.133  established  accounting and reporting standards for derivative financial
instruments  and  for hedging activities.  The Company does not currently engage
in  any  activities  that  would  be  covered  by  FASB  No.133.



<PAGE>
                             CONSENT OF INDEPENDENT
                           CERTIFIED PUBLIC ACCOUNTANT


SunFlower  (USA),  Ltd.
Tukwila,  Washington

We  hereby  consent  to the incorporation by reference of our audit report dated
August  2,1999  relating  to  the  consolidated financial statement of SunFlower
(USA),  Ltd. appearing in the Company's Annual Report on Form 10-SB for the year
ended  May  31,1999.  We  also  consent to the reference to us under the caption
"Experts"  in  your  financial  statements.  In  addition,  we  consent  to  the
incorporation of our review reports dated November 18, 1999, January 3, 2000 and
April 24 relating to the first, second and third quarter financial statements of
your  company  in  the  content  of  Form  10-SB12(G)/A.




                                   /s/  Dickson  V.  Lee,  CPAs,  L.L.C.
                                   -------------------------------------
                                        Dickson  V.  Lee,  CPAs,  L.L.C.

New  York,  New  York
April  28,  2000






<PAGE>
                                   SIGNATURES

Pursuant  to  the requirements of Section 13 or 15(d) of the Securities Exchange
Act  of  1934,  the  Registrant  has duly caused this Report to be singed on its
behalf  by  the  undersigned,  thereunto  duly  authorized

          SUNFLOWER  (USA),  LTD.

                                   By:  /s/  Edward  Ai  Dong  Liu
                                       ---------------------------
                                        Edward  Ai  Dong  Liu
                              Chairman  of the Board and Chief Executive Officer
Dated:  April  23,  2000

     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
Report  has  been  signed  below  by  the  following  persons  on  behalf of the
Registrant  in  the  capacities  and  on  the  dates  indicated.


  SIGNATURE                        TITLE                DATE
-----------------------  -------------------------  -------------

  /s/ Edward Liu         Chairman of the Board,     April 21,2000
-----------------------  & Chief Executive Officer
Edward A.D. Liu

/s/ Paul X. B. Meng      President and Director     April 21,2000
-----------------------
Paul X. B. Meng

/s/JoyKing Zhang         Vice President             April 21,2000
-----------------------  &  Director
JoyKing, Zhang Xiao Jun

/s/ Virginia Tong        Vice President             April 21,2000
-----------------------  & Director of Finance
Virginia Z.Q. Tong

/s/ Whitty Liu           Director, Treasury         April 21,2000
-----------------------                & Secretary
Whitty H.D. Liu

/s/ Christina Zhang      Director &                 April 21,2000
-----------------------  VP-Marketing
Christina X.M. Zhang




<PAGE>