<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB
(MARK ONE)

[X]      ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
         OF 1934

                   For the Fiscal Year Ended December 31, 2002

[   ]    TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
         ACT OF 1934

       For the transition period from _______________ to ________________

                        Commission File Number 000-32053

                     INDUSTRIES INTERNATIONAL, INCORPORATED
                 -----------------------------------------------
                 (Name of Small Business Issuer in its charter)

               Nevada                                    87-0522115
      -----------------------------------  -----------------------------------
     (State or other jurisdiction          (I.R.S. Employer Identification No.)
        of incorporation or organization)

                    4/F, Wondial Building, Keji South 6 Road
                Shenzhen High-TecH Industrial Park, Shennan Road
                                 Shenzhen, China
               --------------------------------------------------
               (Address of principal executive offices)(Zip code)

Issuer's telephone number, including area code: 011-86-755-26520839

Securities registered pursuant to Section 12(b) of the Act:

 Title of each class        Name of each exchange on which each is registered
 -------------------        -------------------------------------------------
           None                                   None

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

                            Common Stock, par value $
                           ---------------------------
                                (Title of class)

     Check  whether  the issuer:  (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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
   -----     ----

     Check  if  disclosure  of  delinquent  filers  in  response  to Item 405 of
Regulation S-B is not contained in this form, 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-KSB or any  amendment to
this Form 10-KSB. [X]

     The Issuer's revenues for the fiscal year ended December 31, 2002 were $0.

     The number of shares of the  registrant's  common  stock,  no par value per
share,  outstanding as of March 28, 2003 was  20,000,000.  The aggregate  market
value of the voting and non-voting  common equity held by  non-affiliates of the
registrant on March 27, 2003,  based on the last sales price on the OTC Bulletin
Board as of such date, was approximately $3,997,488.

DOCUMENTS INCORPORATED BY REFERENCE:  None

Transition Small Business Disclosure Format:         Yes            No    X
                                                        ---------      --------


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<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

                                                                                                               PAGE
                                                                                                              ------
PART I
<S>                    <C>                                                                                      <C>

         FORWARD LOOKING STATEMENTS.......................................................................        3
         ITEM 1.      BUSINESS............................................................................        4
         ITEM 2.      DESCRIPTION OF PROPERTY.............................................................        8
         ITEM 3.      LEGAL PROCEEDINGS...................................................................        8
         ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF
                      SECURITY HOLDERS....................................................................        8

PART II

         ITEM 5.      MARKET FOR COMMON EQUITY AND
                      RELATED STOCKHOLDER MATTERS.........................................................        9
         ITEM 6.      MANAGEMENT'S DISCUSSION AND ANALYSIS................................................       15
                           OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
         ITEM 7.      FINANCIAL STATEMENTS................................................................       15
         ITEM 8.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                      ON ACCOUNTING AND FINANCIAL DISCLOSURE..............................................       15

PART III

         ITEM 9.      DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
                      CONTROL PERSONS; COMPLIANCE WITH
                      SECTION 16(a) OF THE EXCHANGE ACT...................................................       15
         ITEM 10.     EXECUTIVE COMPENSATION..............................................................       17
         ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                      OWNERS AND MANAGEMENT...............................................................       19
         ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS......................................       20
         ITEM 13.     DISCLOSURE CONTROLS AND PROCEDURES..................................................       20
         ITEM 14.     EXHIBITS AND REPORTS OF FORM 8-K....................................................       21

SIGNATURES

FINANCIAL STATEMENTS  F-1 - F-7

</TABLE>

<PAGE>



                    NOTE REGARDING FORWARD LOOKING STATEMENTS

         This Annual Report on Form 10-KSB contains "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. These forward-looking statements are
based on our current expectations, assumptions, estimates and projections about
our business and our industry. Words such as "believe," "anticipate," "expect,"
"intend," "plan," "will," "may," and other similar expressions identify
forward-looking statements. In addition, any statements that refer to
expectations, projections or other characterizations of future events or
circumstances are forward-looking statements. These forward-looking statements
are subject to certain risks and uncertainties that could cause actual results
to differ materially from those reflected in the forward-looking statements.
Factors that might cause such a difference include, but are not limited to,
those discussed in the section of this Annual Report titled "Management's
Discussion and Analysis of Financial Condition and Results of Operation-Factors
Affecting Business, Operating Results and Financial Condition", as well as
other factors, such as a decline in the general state of the Chinese economy,
which will be outside our control. You are cautioned not to place undue reliance
on these forward-looking statements, which relate only to events as of the date
on which the statements are made. We undertake no obligation to publicly revise
these forward-looking statements to reflect events or circumstances that arise
after the date hereof. You should refer to and carefully review the information
in future documents we file with the Securities and Exchange Commission.



                                        3
<PAGE>



                                     PART I

ITEM 1.  BUSINESS

         When the words "we", "our" or "the Company" are used in this Annual
Report on Form 10-KSB, they refer to Industries International, Incorporated and
its subsidiary, Shenzhen Kexuntong Industrial Co., Ltd., a joint venture company
incorporated in China, which is owned 95% by Industries International,
Incorporated, and which, in turn, owns 68.73% of Shenzhen Wonderland
Communication Science and Technology Co., Ltd. ("Wonderland"), a company
incorporated in China.

CORPORATE REORGANIZATION

         Industries International, Incorporated, a Nevada corporation,
was incorporated under the laws of the state of Nevada on January
11, 1991.

         Pursuant to an Amended and Restated Agreement and Plan of Share
Exchange dated as of February 10, 2003 (the "Exchange Agreement") by and among
Broad Faith Limited, a British Virgin Islands company ("Broad Faith"), Dr. Kit
Tsui, an individual who was the sole stockholder of Broad Faith ("Dr. Tsui"),
the Company, Daniel Shuput, an individual who was the holder of at least a
majority of the Company's outstanding capital stock ("Shuput"), William Roberts
("Roberts") and Gayle Terry ("Terry"), each individual stockholders of the
Company, the Company agreed to issue to Dr. Tsui 28,131,944 shares of its common
stock, par value $.01 per share (the "INDI Common Stock"), in exchange for each
share of Broad Faith's common stock, par value $1.00 per share (the "Broad Faith
Common Stock"), issued and outstanding on the date of the consummation of the
exchange. At the closing of the transaction, the Company acquired 100% of the
issued and outstanding shares of Broad Faith and Broad Faith became a
wholly-owned subsidiary of the Company.

         Prior to the closing, approximately 75% of all the Company's issued and
outstanding shares were held directly by Shuput. At the closing, Dr. Tsui was
issued an aggregate of 15,003,140 authorized and unissued shares of INDI Common
Stock, which shares represented approximately 75% of the total then issued and
outstanding shares of the Company. As part of its obligations under the Exchange
Agreement, the Company is required to increase its authorized capital stock to
at least 100,000,000 shares and to issue to Dr. Tsui (and/or his designees) an
additional 41,260,748 shares, at which time Dr. Tsui (collectively with his
designees, will own approximately 92%, and Shuput will own approximately
5.5%, of the total then issued and outstanding shares of the Company's common
stock. Pursuant to the Exchange Agreement, on the closing date, the Company's
three officers, Shuput, Roberts and Terry, resigned as the Company's officers
and appointed Dr. Tsui as the Chairman of the Board and Chief Executive Officer
and Mr. Weijiang Yu as the President. In addition, Shuput, Roberts and Terry
resigned as the Company's directors and appointed Dr. Tsui, Mr. Yu and Mr.
Zhiyong Xu as the Company's new board of directors. On February 14, 2003 the
Board of Directors appointed Mr. Xu as Secretary of the Company and Ms. Guoqiong
Yu as the Chief Financial Officer and Treasurer of the Company.

                                        4
<PAGE>

            On April 10, 2003, the Company amended and restated its
Articles of Incorporation to authorize 500,000,000 shares of capital
stock.  On April 14, 2003, Dr. Tsui designated an additional 73 persons as
owners of the Company's common stock.

BUSINESS

            Prior to our reorganization with Broad Faith, we had no operations
and no revenues for the fiscal year ended December 31, 2002. As reorganized the
Company, which is now based in Shenzhen, China, is engaged in the development,
production and distribution throughout China of communications terminal
products, mainly corded and cordless telephones which are sold under the
trademark, Wondial(TM).The following discussion describes our business as
reorganized.

PRODUCTS AND DISTRIBUTION

         We produce two series of corded telephones, the HA9000, a basic corded
telephone, and the HCD9000, a telephone that is capable of many functions
including caller identification, time display, telephone book, memory of calls
made and received, calculator, speed dial, and alarm. We currently have 17
models of corded telephones in the marketplace ranging in price from $5 to $150.

         We produce 12 different models of cordless telephones under our HWCD
series. These telephones come with functions such as channel selection, speed
dialing, programmable IDD lock, automatic redial, ringer selection, intercom use
and caller identification display. The models are differentiated by their
functions and by the number of handsets that come with the base unit.

         We also produce walkie-talkies and hand-to-hand radios under our WT
series of products and, under our FW series of products, we produce digital
voice repeaters for use by students of foreign languages. The digital voice
repeaters are designed to play back words, phrases and sentences in foreign
languages.

         Our products are targeted to consumers and businesses within the
People's Republic of China. We maintain a nationwide distribution network that
includes 28 independent regional distributors that account for more than 5,100
points-of-sale in 200 major cities in China.

FUTURE PRODUCTS

         We are currently developing new products that we expect to introduce
into the Chinese market during the next 12 months. These include

                                        5
<PAGE>

o    a cordless  telephone with a recording  function,  a cordless telephone for
     office use, a 900Hz  cordless  telephone  for the overseas  market,  a 2.4G
     digital cordless telephone and an Internet protocol (IP) telephone;

o    multi-speed  voice  repeaters,  CD-ROM voice  repeaters and voice repeaters
     with a recording function; and

o    walkie-talkies  with  radio,  walkie-talkies  displaying  weather  forecast
     messages and a professional walkie-talkie with a 15 kilometer range.

COMPETITION.

         Competition in the communications equipment market in China is intense.
The market is continually evolving and is subject to changing technology. Our
competitors in China include TCL, Bu Bu Gao and Qiao Xing. Many of our
competitors are substantially larger than we are and have significantly greater
name recognition and financial, sales and marketing, technical, customer
support, manufacturing and other resources. These competitors may also have more
established distribution channels and may be able to respond more rapidly to new
or emerging technologies and changes in customer requirements or devote greater
resources to the development, promotion and sale of their products. Our
competitors may enter our existing or future markets with products that may be
less expensive, that may provide higher performance or additional features or
that may be introduced earlier than our products. In the fiscal year ended
December 31, 2002, we continued to be price competitive. We attempt to
differentiate ourself from our competitors by working to increase our brand name
recognition, maintaining and enhancing product quality, providing adequate
after-sale service, developing products with appealing functions, enhancing our
distribution channels and keeping our production costs controlled.

         We cannot be certain that we will be able to compete successfully with
existing or new competitors. If we fail to compete successfully against current
or future competitors, our business could suffer.

SOURCES AND AVAILABILITY OF RAW MATERIALS

         The primary components used in manufacturing our products include
integrated circuits, liquid crystal displays, printed circuit boards, antennas,
adaptors and switches. The sources of these components are primarily electronics
products suppliers located in or near Shenzhen City, although certain integrated
circuit and micro-controller units are imported from Hong Kong. While we
purchase these components from a few vendors, the components are produced by
many manufacturers in China. If a source for one or more of the components was
to fail, we believe that we could easily begin purchasing the components from
other manufacturers.

DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

         We have sales agreements with all of our distributors. These agreements
are renewed on an annual basis. During the fiscal year ended December 31, 2002,

                                        6
<PAGE>

our regional distributor for Shenzhen City accounted for approximately 14% of
our sales revenue. We believe that we would be able to replace this distributor,
or  any  of  our  distributors,  if  circumstances  required.

INTELLECTUAL PROPERTY

         We rely generally on patent, copyright, trademark and trade secret laws
to protect and maintain our proprietary rights for our technology and products.
We currently have three patents from the Chinese Patents Bureau, all of which
will expire by December 31, 2011. We do not believe that the expiration of these
patents will have a material adverse effect on our business, because we
continually develop new product designs. While we may continue to file patent
applications to protect our technology and products, we cannot be sure that our
patents will provide commercially significant protection to our technology. We
have also trademarked the name "Wondial".

         We attempt to avoid infringing known proprietary rights of third
parties in our product development efforts. If we were to discover that our
products violate third-party proprietary rights, we may not be able to offer
these products without substantial re-engineering. Efforts to re-engineer might
not be successful, licenses from the owners of the technology may be unavailable
on commercially reasonable terms, if at all, and litigation may not be avoided
or settled without substantial expense and damage awards.

GOVERNMENTAL APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES.

         China has enacted regulations governing telephones and telephone
communications. Pursuant to these regulations, individuals or entities wanting
to sell telephone equipment or connect to the telephone network in China must
obtain certain permits from the Ministry of Posts and Telecommunications and all
telecommunications equipment must have a network access license. In the past, we
have not encountered any difficulty in obtaining such permits and licenses and
we are currently holding all the permits and licenses necessary for
manufacturing and selling our products.

         We intend to work diligently to assure compliance with all applicable
government regulations that impact our business. We cannot assure you, however,
that additional regulations will not be enacted which might adversely impact our
operations.

NUMBER OF EMPLOYEES

         We presently have approximately 1,113 employees, of which approximately
1,109 are full time employees. We consider our relations with our employees to
be good.

                                        7
<PAGE>

ITEM 2.  DESCRIPTION OF PROPERTY.

         We currently own the six story Wondial Building located at Keji South 6
Road, Shenzhen High-Tech Industrial Park, Shennan Road, Shenzhen, China in which
our office, manufacturing and warehouse facilities are located. The building is
suitable for our needs at this time and management believes it will be suitable
for our needs during the next 12 months.

ITEM 3.  LEGAL PROCEEDINGS.

         We are not currently a party to any pending legal proceeding.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         No matter was submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year covered by this report.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS.

MARKET INFORMATION.

         Our common stock was accepted for quotation on the OTC Bulletin Board
on December 7, 2001 and was assigned the trading symbol INDI.OB. On January 23,
2002 the initial listing on the OTC Bulletin Board consisted of 20,000 shares of
our common stock at $0.05 per share. There has been only sporadic trading in our
common stock since then, therefore management does not believe that an
established market exists for our common stock.

HOLDERS

     Our  transfer  agent  is  Interwest   Transfer   Company,   Inc.,  1981  E.
Murray-Holladay Road, Holladay,  Utah 84117. The number of record holders of our
common stock at March 28, 2003 was 41.


                                        8
<PAGE>

DIVIDENDS

         We have not declared any cash dividends with respect to our common
stock and we do not intend to declare dividends in the foreseeable future.

EQUITY COMPENSATION PLAN INFORMATION
<TABLE>
<CAPTION>

                                                                                          Number of securities
                                                                                          remaining available for
                                Number of securities to be                                future issuance under
                                the issued upon exercise of   Weighted average exercise   equity compensation plan
                                outstanding  options,         price of outstanding        (excluding securities
                                warrants and rights           options warrants and rights  reflected in column (a)
Plan Category                             (a)(2)                       (b)(3)                         (c)
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                                   <C>                              <C>                         <C>

Equity Compensation Plan that
is Shareholder Approved(1)
                                        15,000,000                       N/A                      15,000,000
------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>

(1) The Company received approval from its stockholders of the Industries
International, Inc. 2003 Equity Incentive Plan on April 7, 2003.
(2)  Pursuant to the terms of the  Industries  International,  Inc.  2003 Equity
Incentive Plan,  awards may be granted for options (both incentive stock options
and non-qualified stock options) and for restricted stock and stock bonuses.
(3) As of the date of this  Annual  Report,  no awards  have been made under the
Industries International, Inc. 2003 Equity Incentive Plan.

RECENT SALES OF UNREGISTERED SECURITIES

         Pursuant to an Amended and Restated Agreement and Plan of Share
Exchange dated as of February 10, 2003 by and among Broad Faith Limited, a
British Virgin Islands company ("Broad Faith"), Dr. Kit Tsui, an individual who
was the sole stockholder of Broad Faith, the Company, Daniel Shuput, an
individual who was the holder of at least a majority of the Company's
outstanding capital stock, William Roberts and Gayle Terry, each individual
stockholders of the Company, the Company agreed to issue to Dr. Tsui 28,131,944
shares of its common stock, par value $.01 per share, in exchange for each share
of Broad Faith's common stock, par value $1.00 per share, issued and outstanding
on the date of the consummation of the exchange. At the closing of the
transaction, the Company acquired 100% of the issued and outstanding shares of
Broad Faith and Broad Faith became a wholly-owned subsidiary of the Company.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATION

FACTORS AFFECTING BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION

      You should carefully consider the risks described below and all of the
information included in this Form 10-KSB. If any of the following risks occur,
our business, financial condition and results of operations could be harmed, the
trading price of our common stock could decline and you may lose all or part of
your investment in our common stock.



                                        9
<PAGE>

The current global economic downturn has depressed and may continue to depress
discretionary consumer spending for products like ours, which would adversely
affect our revenues, gross margins and expenses.

         Our annual revenue and operating results may fluctuate due to the
effects of general economic conditions globally, and, in particular, market
conditions in the telecommunications industry. Products such as ours are often
discretionary purchases, which consumers who are concerned about job losses or
other economic factors may decide not to buy. We are uncertain about the
extent, severity, and length of the economic downturn. If the economic
conditions globally do not improve, or if we experience a worsening in the
global economic slowdown, we may experience material negative effects on our
business, operating results, and financial condition.

Our operating results may vary, making future operating results difficult to
predict. This makes it difficult to set budgets, predict cash flow and plan
staffing. If our assumptions in these matters are incorrect, it could affect our
business, financial condition and operating results.

      Our quarterly and annual operating results have varied in the past and
will likely vary in the future. A number of factors, many of which are beyond
our control, may cause our operating results to vary, including:

o    Unfavorable  changes  in the  prices  and  delivery  of the  components  we
     purchase;

o    The size and timing of orders for our products, which may vary;

o    The size and  timing of our  expenses,  including  operating  expenses  and
     expenses of developing new products and product enhancements;

o    Our ability to attain and maintain  production  volumes and quality  levels
     for our products.

         Our budgets and commitments that we have made for the future are based
in part on our expectations of future sales. If our sales do not meet
expectations, it will be difficult for us to reduce our expenses quickly, and
consequently our operating results may suffer.

         Any of the above factors could harm our business, financial condition
and results of operations. We believe that period-to-period comparisons of our
results of operations are not meaningful, and you should not rely upon them as
indicators of our future performance.

                                       10
<PAGE>

Our market is highly competitive, and we may not have the resources to compete
adequately. If we are not competitive, it will affect our financial condition
and results of operations.

         The market for our communications equipment is rapidly evolving and
highly competitive. We expect competition to intensify in the future as existing
competitors develop new products and new competitors enter the market.

      We face competition from companies providing corded and cordless
telephones in China. Our principal competitors are TCL, Bu Bu Gao and Qiao Xing.
Some of our competitors are substantially larger than we are and have
significantly greater name recognition and financial, sales and marketing,
technical, manufacturing and other resources. These competitors may also have
more established distribution channels and may be able to respond more rapidly
to new or emerging technologies and changes in customer requirements or devote
greater resources to the development, promotion and sale of their products.
These competitors may enter our existing or future markets with products that
may be less expensive, provide higher performance or additional features or be
introduced earlier than our products.

      We expect our competitors to continue to improve the performance of their
current products and introduce new products. If our competitors successfully
introduce new products or enhance their existing products, this could reduce the
sales or market acceptance of our products and services, increase price
competition or make our products obsolete. To be competitive, we must continue
to invest significant resources in research and development, sales and
marketing and customer support. We may not have sufficient resources to make
these investments or to make the technological advances necessary to be
competitive, which in turn will cause our business to suffer.

We  rely  on  third-party  technology  and products; if these components are not
available,  our  business  may  suffer.

      We purchase technology from third parties that is incorporated into our
products. If we were unable to purchase an adequate supply of these components
on a timely basis, we would be required to develop alternative solutions. This
could entail qualifying an alternative source or redesigning our products based
on different components. Our inability to obtain these components could
significantly delay shipment of our products, which could have a negative effect
on our business, financial condition and results of operations.

                                       11
<PAGE>

Software or hardware errors may seriously harm our business and damage our
reputation, causing loss of customers and revenues.

      Users expect telephones to be reliable. Our products are inherently
complex and may have undetected software or hardware errors. We have detected
and may continue to detect errors and product defects in our current products,
new product releases and product upgrades. Any significant delay in the
commercial introduction of our products due to errors or defects, any design
modifications required to correct these errors or defects or any negative effect
on customer satisfaction as a result of errors or defects could seriously harm
our business, financial condition and results of operations.

Any failure by us to protect our intellectual property could harm our business
and competitive position.

      Our success depends, to a certain extent, upon our proprietary technology.
We currently rely on a combination of patent, trade secret, copyright and
trademark law, together with non-disclosure and invention assignment agreements,
to establish and protect the proprietary rights in the technology used in our
products.

      Although we have filed patent applications, we are not certain that any
patents issued will provide commercially significant protection to our product
design. In addition, others may independently develop substantially equivalent
proprietary information not covered by patents to which we own rights, may
obtain access to our know-how or may claim to have issued patents that prevent
the sale of one or more of our products. Also, it may be possible for third
parties to obtain and use our proprietary information without our authorization.
If we fail to protect our proprietary information effectively, or if third
parties use our proprietary technology without authorization, our competitive
position and business will suffer.

Our market is subject to changing preferences; failure to keep up with these
changes would result in our losing market share, thus seriously harming our
business, financial condition and results of operations.

      Our customers and end-users expect frequent product introductions and have
changing requirements for new products and features. Therefore, to be
competitive, we will need to develop and market new products and product
enhancements that respond to these changing requirements on a timely and
cost-effective basis. Our failure to do so promptly and cost-effectively would
seriously harm our business, financial condition and results of operations.
Also, introducing new products could require us to write off existing inventory
as obsolete, which could harm our results of operations.

If we are unable to raise additional capital when needed, we may be unable to
develop or enhance our products and services. Our inability to raise capital as
we need it would harm our business.

                                       12
<PAGE>

      We may need to seek additional funding in the future. If we cannot raise
funds on acceptable terms, we may be unable to develop or enhance our products,
take advantage of future opportunities or respond to competitive pressures or
unanticipated requirements. We may also be required to reduce operating costs
through lay-offs or reduce our sales and marketing or research and development
efforts. If we issue equity securities, stockholders may experience additional
dilution or the new equity securities may have rights, preferences or privileges
senior to those of our common stock.

Our new management plans to expand our business. If we do not manage our growth
effectively, our business will suffer.

      Our new management intends to aggressively expand our business, including
through acquisitions. We may not be successful in managing any future growth. In
order to manage this expansion and to grow in the future, we will need to expand
or enhance our management, manufacturing, research and development and sales and
marketing capabilities. We may not be able to hire the management, staff or
other personnel required to do so.

      We may not be able to easily combine new acquisitions, if we make them,
into our business, as we grow we may not be able to install adequate control
systems in an efficient and timely manner, and our current or planned
operational systems, procedures and controls may not be adequate to support our
future operations or new acquisitions. Difficulties in installing and
implementing new systems, procedures and controls or in combining an acquired
business with ours may significantly burden our management and our internal
resources.

      Lead times for materials and components used in the assembly of our
products vary significantly, and depend on factors such as the supplier,
contract terms and demand for a component at a given time. If orders do not
match forecasts, we may have excess or inadequate inventory of certain materials
and components, which may seriously harm our business, financial condition and
results of operations.

We are dependent for our success on a few employees. The loss of one or more of
these employees could have an adverse effect on our operations.

         Our future success will depend, to a significant degree, on the
continued services of our executive officers and other key personnel,
particularly our Chief Executive Officer, Dr. Kit Tsui, and our President,
Weijiang Yu, and on our ability to continue to attract, motivate and retain
highly qualified and talented personnel. The loss of Dr. Tsui's or Mr. Yu's
services would have a material adverse effect on our business and operations.

We have had the benefit of certain tax incentives, including a tax holiday, in
the past, but we may not always be eligible for such programs or the programs
may be modified or discontinued altogether. The modification or discontinuance
of these tax incentives may have a material effect on our operating performance.

         At present, substantially all of our income is generated in the
People's Republic of China by our subsidiary, Shenzhen Wonderland Communication
Science and Technology Co., Ltd. ("Wonderland"), an enterprise established in
the Special Economic Zone of Shenzhen, China. Businesses in the Special Economic

                                       13
<PAGE>

Zone of Shenzhen are subject to income taxes at a rate of 15%. However,
Wonderland qualified for an exemption from income tax for a two year period,
starting on January 1, 1997 and ending on January 1, 1999. Following the
expiration of the exemption, Wonderland qualified for a 50% reduction in income
tax for a period of eight years.  This reduction in income tax will expire
in the year 2006.

         Additionally, any sales made in the People's Republic of China are
generally subject to a value-added tax at the rate of 17% ("output VAT"). The
output VAT is payable after offsetting VAT paid on purchases ("input VAT").
Under the preferential policy in Shenzhen, any products produced and sold within
Shenzhen are exempted from VAT. Upon verification by the Shenzhen National Tax
Bureau, the percentages of Wonderland's sales exempt from VAT under this
preferential policy for 1999, 2000 and 2001 were 70%, 56% and 56%, respectively.

         There is no guarantee that Wonderland will be entitled to these tax
incentives in the future. Any change in the tax policies of the People's
Republic of China or Shenzhen may have a material effect on the Company's
operating performance.

PLAN OF OPERATION

         Prior to our reorganization with Broad Faith, we had no operations and
no revenues for the fiscal year ended December 31, 2002. We had $27,000 in
revenues during the fiscal year ended December 31, 2001. The revenues earned in
the fiscal year ended December 31, 2001 were paid for the assignment of rights
under a lease agreement.

         The Company was reorganized effective February 10, 2003. Pursuant to
this reorganization, Dr. Kit Tsui, the sole shareholder of Broad Faith Limited,
a British Virgin Islands corporation, exchanged his stock in Broad Faith Limited
for approximately 92% of the Company's outstanding common stock. On February 10,
2003, the Company's three officers, Daniel Shuput, William Roberts and Gayle
Terry, resigned as the Company's officers and appointed Dr. Tsui as the Chairman
of the Board and Chief Executive Officer and Mr. Weijiang Yu as the President.
In addition, Messrs. Shuput and Roberts and Ms. Terry, who were the Company's
sole directors, resigned these positions and appointed Dr. Tsui, Mr. Weijiang Yu
and Mr. Zhiyong Xu as the Company's new board of directors.

         On February 14, 2003, the Board of Directors appointed Mr. Zhiyong Xu
as Secretary of the Company and Ms. Guoqiong Yu as Chief Financial Officer and
Treasurer.

         As reorganized the Company, which is based in Shenzhen, China, is
engaged in the development, production and distribution throughout China of
communications terminal products, mainly corded and cordless telephones. The
Company markets many of its products under the brand name "WONDIAL(TM), which
management believes is well-established in China.


                                       14
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS.

         The financial statements, together with the independent auditors'
report thereon of Randy Simpson CPA, P.C., appear beginning on page F-1 of this
report.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE.

         On April 2, 2001 we engaged Randy Simpson CPA, P.C. as our independent
auditor for the year ended December 31, 2000. The decision to retain Randy
Simpson CPA, P.C., and not to re-engage David T. Thomson P.C., the former
independent auditor, was made by the Board of Directors on such date. The
decision not to re-engage David T. Thomson P.C. did not involve a dispute with
us over accounting policies or practices. The report of David T. Thomson P.C. on
our financial statements for the years ended December 31, 1999 and 1998 did not
contain an adverse opinion or disclaimer of opinion, and was not qualified or
modified as to uncertainty, audit scope, or accounting principals, but contained
an emphasis of matter disclosure due to a going concern uncertainty. In
connection with the audit of our financial statements for the years ended
December 31, 1999 and 1998, there were no disagreements with David T. Thomson
P.C. for the annual periods and for the period up to the date of dismissal on
any matters of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not resolved to the
satisfaction of David T. Thomson P.C., would have caused the firm to make
reference to the matter in its report.

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
         PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES
         EXCHANGE ACT

IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS

         The following table sets forth certain information regarding our
directors and executive officers.
<TABLE>
<CAPTION>

---------------------------------------- ---------- ------------------------------------------------------------
Name                                     Age        Position
---------------------------------------- ---------- ------------------------------------------------------------
<S>                                          <C>      <C>
Dr. Kit Tsui                             39          Chairman of the Board, Director, Chief Executive Officer
---------------------------------------- ---------- ------------------------------------------------------------
Mr. Weijiang Yu                          31          Director, President
---------------------------------------- ---------- ------------------------------------------------------------
Mr. Zhiyong Xu                           28          Director, Secretary
---------------------------------------- ---------- ------------------------------------------------------------
Ms. Guoqiong Yu                          44          Chief Financial Officer, Treasurer
---------------------------------------- ---------- ------------------------------------------------------------

</TABLE>

         Mr. Zhiyong Xu and Dr. Kit Tsui are brothers. Mr. Weijiang Yu is Mr.
Zhiyong Xu's brother-in-law. There are no other family relationships among the
officers and directors.

BUSINESS EXPERIENCE

         Dr. Kit Tsui. Chairman of the Board, Chief Executive Officer, director.
After receiving his doctoral degree in economics from Wuhan City University, Dr.
Tsui began his career in 1988 with the Planning Commission of Huangshi City,
Hubei Province, China. After leaving the Planning Commission, Dr. Tsui began

                                       15
<PAGE>

work for the U.S. Trade Department of Shenzhen Electronics Group, an importer
and exporter, as a manager. From 1991 to 1993 he worked for Shenzhen Jingkong
Chaoying Industry Co., Ltd. In 1993, he established Shenzhen Wonderland
Communication Science And Technology Co., Ltd. and has acted as its Chairman of
the Board of Directors from its inception. Dr. Tsui is primarily responsible for
our strategic planning and corporate development.

         Weijiang Yu. President and director. After graduating from Hubei
Huangshi Academy in 1994, Mr. Yu worked for Design Institute of Hainan Iron &
Steel Company. From 1997 to 1999, he was appointed as General Manager of Yixiang
Chemical Engineering Company of Erzhou, Hubei. From 1999 to 2002, he was
employed as Vice General Manager and Chairman of Shenzhen Wonderland
Communication Science And Technology Co., Ltd. Mr. Yu has been awarded the Hubei
Distinguished Entrepreneur Award for his achievements in the telecommunication
industry. Mr. Yu is primarily responsible for our general management and market
development.

         Zhiyong Xu. Secretary and director.  After graduating from Guangdong
Nationality Institute in 1998, Mr. Xu worked as Vice General Manager of Yixiang
Chemical Engineering Company of Erzhou City, Hubei Province. From 2000 through
the present, Mr. Xu has been employed by Shenzhen Wonderland Communication
Science and Technoloby Co., Ltd., first as its Assistant General Manager and
then as its Vice General Manager. Mr. Xu is knowledgeable in modern enterprise
management theory and enterprise operations. Mr. Xu is primarily responsible for
corporate administration.

         Guoqiong Yu. Chief Financial Officer and Treasurer.  From 1988 to 1993,
Ms. Yu was employed by Taike New Technology Development Company as its Financial
Manager. From 1994 to 2002, Ms. Yu was employed by Shenzhen Jintian Industry
Co., Ltd., a public company, in the capacity of financial supervisor,
supervising capital operations in excess of $50 million. From 2002 to the
present, Ms. Yu has been Chief Financial Officer of Shenzhen Kexuntong Industry
Co., Ltd., our major subsidiary. Ms. Yu has a thorough understanding of both
domestic and international accounting principles.

TERM OF OFFICE

         The directors named above will serve until the next annual meeting of
the Company's shareholders. Absent an employment agreement, officers hold their
positions at the pleasure of the Board of Directors.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS.

         During the past five years, no current director or executive officer of
the Company:

         (1) was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the bankruptcy or
two years prior to that time;

         (2) was convicted in a criminal proceeding or named subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses);

                                       16
<PAGE>


         (3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities; or

         (4) was found by a court of competent jurisdiction (in a civil action),
the Securities and Exchange Commission or the Commodity Futures Trading
Commission to have violated a federal or state securities or commodities law,
and the judgment has not been reversed, suspended or vacated.

AUDIT COMMITTEE FINANCIAL EXPERT

         We have undergone a significant change in management since the
consummation of the Exchange Agreement. According to our bylaws, the number of
positions on our Board of Directors cannot exceed three. We have obtained
approval from our majority shareholder to amend our bylaws so that we can
increase the number of positions on our Board of Directors and we have notified
our remaining shareholders of this action. We intend to begin an active search
for an individual who will qualify as an audit committee financial expert.

COMPLIANCE WITH SECTION 16(A) OF EXCHANGE ACT

         Section 16(a) of the Securities Exchange Act requires our directors,
executive officers and persons who own more than 10% of our common stock to file
reports of ownership and changes in ownership of our common stock with the
Securities and Exchange Commission. Directors, executive officers and persons
who own more than 10% of our common stock are required by Securities and
Exchange Commission regulations to furnish to us copies of all Section 16(a)
forms they file.

         To our knowledge, based solely upon review of the copies of such
reports received or written representations from the reporting persons, we
believe that during our 2002 fiscal year our directors, executive officers and
persons who own more than 10% of our common stock complied with all Section
16(a) filing requirements.

ITEM 10. EXECUTIVE COMPENSATION

         During the past three fiscal years we did not pay cash compensation to
our chief executive officer or to any officer. Accordingly, no table relating to
executive compensation has been included in this Annual Report.

         We currently do not have a long term incentive plan or arrangement of
compensation with any individual in the group of our officers and directors.

                                       17
<PAGE>

         Directors are not currently paid compensation for their services. Our
bylaws permit us, upon resolution of the Board of Directors, to pay to directors
a fixed sum and expenses for actual attendance at each regular or special
meeting of the Board.

EMPLOYMENT AGREEMENTS

         Through our subsidiary, Shenzhen Wonderland Communication Science and
Technology Co., Ltd., we have entered into employment agreements with Mr.
Weijiang Yu and Mr. Zhiyong Xu. These employment agreements each have a term of
one year, beginning on January 1, 2003 and ending on December 31, 2003. Annual
compensation for Mr. Yu is $32,000 per year and annual compensation for Mr. Xu
is $17,500.

         Through our subsidiary, Shenzhen Kexuntong Industrial Co., Ltd., we
have entered into an employment agreement with Ms. Guaqiong Yu. The term of the
agreement is one year, beginning on August 7, 2002 and ending on August 6, 2003.
Ms. Yu's annual salary is $17,500.

EQUITY INCENTIVE PLAN

         On February 28, 2003 our Board of Directors approved the Industries
International, Inc. 2003 Equity Incentive Plan (the "Plan"). The Plan is
intended to provide incentives to attract, retain and motivate both eligible
employees and directors of the Company, as well as consultants, advisors and
independent contractors who provide valuable services to the Company (any such
person hereinafter called a "Participant"). At the present time, we have
approximately 3 directors and 1,113 employees who may receive awards under the
Plan. The number of persons covered by the Plan may increase if we add
additional directors or employees, or if we grant awards to consultants,
advisors or independent contractors.

         The Plan will be administered by the Board or by a committee of the
Board. Within certain limits, the administrator of the Plan, whether the Board
or a committee thereof, will be authorized to select eligible Participants to
receive awards under the Plan, determine the number of shares included in such
awards, determine the form, term, vesting, exercisability, and required payment,
if any, of such awards, and to make any other determinations necessary or useful
for the administration of the Plan. The administrator of the Plan may issue
options with an exercise price equal to or above 85% of the market price of our
common stock at the date of issuance, except that (i) Incentive Stock Options
must have an exercise price equal to or above the market price as of the date of
issuance, and (ii) options issued to Participants who beneficially own at least
10% of the Company's issued and outstanding common stock must have an exercise
price equal to or above 110% of the market price on the date of issuance. The
administrator of the Plan may set any period of time, up to ten years, for the
expiration of options, except that options issued to Participants who
beneficially own at least 10% of our issued and outstanding common stock must
expire within five years from the date of issuance. Options granted under the
Plan can only be exercised by delivery to the administrator of an exercise
agreement in a form approved by the administrator. Initially, 15,000,000 shares
of the Company's common stock, with a market value of $15,150,000 as of March
28, 2003, are reserved for issuance under the Plan. Under the Plan, awards may
consist of grants of options to purchase our common stock (either Incentive
Stock Options (for eligible persons) or Non-Qualified Stock Options, as each is
defined in the Internal Revenue Code), grants of restricted common stock, or
grants of common stock.

                                       18
<PAGE>

         On April 7, 2003 we received stockholder approval of the Plan. No
awards have been granted from the Plan as of the date of this report.

         During the fiscal year ended December 31, 2002 there were no grants of
incentive stock options to, or exercises of incentive stock options by, any
executive officer.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

         The following table sets forth, as of March 28, 2003, information
regarding the beneficial ownership of our common stock with respect to each of
our executive officers, each of our directors, each person known by us to own
beneficially more than 5% of the common stock, and all of our directors and
executive officers as a group. The term "executive officer" is defined as the
Chief Executive Officer, the President and the Chief Financial Officer. Each
individual or entity named has sole investment and voting power with respect to
shares of common stock indicated as beneficially owned by them, subject to
community property laws, where applicable, except where otherwise noted.
<TABLE>
<CAPTION>

----------------------- ----------------------------------------- --------------- --------------

                                                                    Number of
                                                                    Shares of
                                                                   Common Stock    Percentage
  Title of Class of                                                Beneficially     of Common
       Security                   Name and Address(1)                Owned(2)         Stock
----------------------- ----------------------------------------- --------------- --------------
<S>                       <C>                                       <C>                <C>

Common Stock            Dr. Kit Tsui(3)(4)(5)                         56,263,888          91.8%
Common Stock            Mr. Weijiang Yu (3)(4)
Common Stock            Mr. Zhiyong Xy(4)
Common Stock            Ms. Guoqiong Yu(3)
Common Stock            Daniel Shuput(5)                            3,380,000(6)          5.66%
                        All    Officers,    Directors   and   5%
                        Shareholders                                  56,263,888          91.8%
----------------------- ----------------------------------------- --------------- --------------

*        Less than 1%.
(1)      With the exception of Mr. Daniel Shuput, the address of the persons
         named in this column is c/o Industries International, Incorporated, 4/F
         Wondial Building, Keji South 6 Road, Shenzhen High-Tech Industrial
         Park, Shennan Road, Shenzhen, China. The address for Mr. Shuput is 1236
         Wigwam Street, Mesquite, Nevada 89027.
(2)      Included in this calculation are shares deemed beneficially owned by
         virtue of the individual's right to acquire them within 60 days of the
         date of this report that would be required to be reported pursuant to
         Rule 13d-3 of the Securities Exchange Act of 1934. As to Dr. Kit Tsui,
         the number of shares he has a right to acquire within 60 days of the
         date of this report is 41,260,748.
(3)      Executive Officer.
(4)      Director.
(5)      5% Shareholder.
(6)      This figure has been obtained from public filings.  We have not
         determined the accuracy of the information

</TABLE>

                                       19
<PAGE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Our Board of Directors has approved an Agreement for the Sale and
Purchase of Shares in Li Sun Power International Limited ("Li Sun"), by and
among the Company, Dr. Kit Tsui, who is the sole shareholder of Li Sun, Li Sun,
Wuhan Hanhai High Technology Limited ("Hanhai"), Wuhan City Puhong Trading
Limited ("Puhong Trading"), Shenzhen City Xing Zhicheng Industrial Limited
("Xing Zhicheng"), and Shenzhen Kexuntong Industrial Co. Ltd. ("Kexuntong").
Pursuant to the Agreement, we have agreed to acquire all issued and outstanding
shares of Li Sun from Dr. Tsui, who is our majority shareholder as well as our
Chief Executive Officer and a director, in exchange for an amount of cash and
restricted common stock in the Company which will be determined based on the
audited net income after tax of Li Sun. Hanhai, Puhong Trading, Xing Zhicheng,
and Kexuntong (which is a subsidiary of the Company and which indirectly owns
95% of Kexuntong's capital stock), together, own approximately 72.83% of the
capital stock of Lixing Power Sources Co., Ltd. of Wuhan ("Lixing Power
Sources") as trustees for the benefit of Li Sun. By acquiring the capital stock
of Li Sun, we will become the beneficial owner of approximately 72.83% of Lixing
Power Sources. Of the remaining approximately 27.17% of Lixing Power Sources'
equity, approximately 16.89% is owned by Chinese state-owned entities, and
employees and former employees of Lixing Power Sources own the approximately
10.28% of Lixing Power Sources' remaining equity. Lixing Power Sources is a
leading lithium and lithium-ion battery manufacturer in China. Established in
1993, Lixing Power Sources markets its OEM products to companies including ASUS,
Legend, and MITAC, and also markets its products under the brand names
"LixingTM" and "Lisun.TM" Its products are widely used in various types of
electronic products including calculators, PDAs, laptop computers, cell phones
and hybrid electric vehicles. This transaction is expected to close in May 2003.

ITEM 13. CONTROLS AND PROCEDURES

         As of March 31, 2003 an evaluation was performed under the supervision
and with the participation of our management, including the Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design and
operation of our disclosure controls and procedures. Based on that evaluation,
our management, including the Chief Executive Officer and Chief Financial
Officer, concluded that our disclosure controls and procedures were effective as
of that date. There have been no significant changes in our internal controls or
in other factors that could significantly affect internal controls subsequent to
that date.

         Because the reorganization of the Company occurred recently, we have
not yet adopted a Code of Ethics for our executive officers. Our Board of
Directors intends to draft and adopt a Code of Ethics within 60 days of the date
of this report.



                                       20
<PAGE>

<TABLE>
<CAPTION>


ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

         Exhibit
         NUMBER                     DESCRIPTION OF EXHIBIT
        --------                   ------------------------
<S>     <C>                             <C>

         2.0      Amended and Restated Agreement and Plan of Share Exchange by and among
                  Broad Faith Limited, a British Virgin Islands Corporation, and the Sole Stockholder of Broad Faith Limited on the
                  one hand, and Industries International, Inc., a Nevada corporation and Certain Stockholders of Industries
                  International, Inc., on the other hand dated February 10, 2003.(1)
         3.1      Amended and Restated Articles of Incorporation.(2)
         3.2      Amended and Restated Bylaws.(2)
         10.1     Industries International, Inc. 2003 Equity Incentive Plan as adopted by the Board
                  of Directors on February 28, 2003.(2)
         99.1     Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002 (2)
                  ------------------------------------------

               (1)  Incorporated by reference to the Form 8-K filed with the
                    Securities and Exchange Commission on February 12, 2003.

               (2)  Filed herewith.

</TABLE>
(b) Reports on Form 8-K

         No reports on Form 8-K were filed by the Company during the last
quarter of the fiscal year ended December 31, 2002.




                                       21
<PAGE>

                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized on this 14th day of April 2003.

                                      INDUSTRIES INTERNATIONAL, INCORPORATED



                                      By:
                                         --------------------------------------
                                           Dr. Kit Tsui
                                           Chief Executive Officer


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

<TABLE>
<CAPTION>

    SIGNATURE                                                    TITLE                              DATE
    ---------                                                    ------                             ----
<S>                                                              <C>                              <C>


/s/ Dr. Kit Tsui                                              Chairman, Chief Executive Officer,    April 14, 2003
----------------------------------------------                and Director
Dr. Kit Tsui


/s/ Weijiang Yu                                               President and Director                April 14, 2003
----------------------------------------------
Weijiang Yu


/s/ Zhiyong Xu                                                Secretary and Director                April 14, 2003
----------------------------------------------
Zhiyong Xu



/s/ Guoqiong Yu                                               Chief Financial Officer and           April 14, 2003
----------------------------------------------                Treasurer
Guoqiong Yu


</TABLE>
                                       22
<PAGE>



                  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
                       PURSUANT TO RULES 13A-14 AND 15D-14
                     OF THE SECURITIES EXCHANGE ACT OF 1934

     I, Dr. Kit Tsui, Chief Executive Officer of Industries International,
Incorporated, certify that:

         (1) I have reviewed this Annual Report on Form 10-KSB of Industries
International, Incorporated.

         (2) Based on my knowledge, this Annual Report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
Annual Report.

         (3) Based on my knowledge, the financial statements and other financial
information included in the Annual Report fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in the Annual Report.

         (4) I and the other certifying officer are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and I have:

                  a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to me by others within those entities, particularly
during the period in which this Annual Report is being prepared;

                  b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this Annual Report (the "Evaluation Date"); and

                  c. presented in this Annual Report my conclusions about the
effectiveness of the disclosure controls and procedures based on my evaluation
as of the Evaluation Date.

         (5) I have disclosed, based on our most recent evaluation, to the
registrant's auditors and the registrant's Board of Directors:


                                       23
<PAGE>


                  a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

                  b. any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and

         I and the other certifying officer have indicated in this Annual Report
whether or not there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.



/s/ Dr. Kit Tsui                                            April 14, 2003
----------------------------
Dr. Kit Tsui
Chief Executive Officer



                                       24
<PAGE>



                  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
                       PURSUANT TO RULES 13A-14 AND 15D-14
                     OF THE SECURITIES EXCHANGE ACT OF 1934

         I, Guoqiong Yu, Chief Financial Officer of Industries International,
Incorporated, certify that:

         (1) I have reviewed this Annual Report on Form 10-KSB of Industries
International, Incorporated.

         (2) Based on my knowledge, this Annual Report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
Annual Report.

         (3) Based on my knowledge, the financial statements and other financial
information included in the Annual Report fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in the Annual Report.

         (4) I and the other certifying officer are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and I have:

                  a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to me by others within those entities, particularly
during the period in which this Annual Report is being prepared;

                  b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this Annual Report (the "Evaluation Date"); and

                  c. presented in this Annual Report my conclusions about the
effectiveness of the disclosure controls and procedures based on my evaluation
as of the Evaluation Date.

         (5) I have disclosed, based on our most recent evaluation, to the
registrant's auditors and the registrant's Board of Directors:


                                       25
<PAGE>

                  a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

                  b. any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and

         I and the other certifying officer have indicated in this Annual Report
whether or not there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.



/s/ Guoqiong Yu                                            April 14, 2003
------------------------------
Guoqiong Yu
Chief Financial Officer


                                       26
<PAGE>



                     INDUSTRIES INTERNATIONAL, INCORPORATED

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
<S>                                                                                <C>

Independent Auditors' Report                                                       F-1

Balance Sheet as of December 31, 2002                                              F-2

Statements of Operations for the years ended December 31, 2001 and 2002            F-3

Statements of changes in Stockholders' Equity from inception (January 11,
   1991) through December 31,  2002                                                F-4

Statements of Cash Flows for the years ended December 31, 2001 and 2002            F-5

Notes to and forming part of the Financial Statements                         F-6 - F7


</TABLE>
<PAGE>


                             Randy Simpson CPA, P.C.
                            11775 South Nicklaus Road
                                Sandy, Utah 84092
                              Phone (801) 572-3009
                               Fax (801) 606-2895

Board of Directors and Stockholders
Industries International, Inc.
(A Development Stage Company)
Mesquite, NV 89027

                          INDEPENDENT AUDITORS' REPORT

I have audited the accompanying balance sheet of Industries International, Inc.
(a development stage company), as of December 31, 2002, and the related
statements of operations, stockholders' equity and cash flows for the years
ended December 31, 2002 and December 31, 2001, and the period of inception
(January 11, 1991) through December 31, 2002. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit of these financial statements provides a reasonable
basis for my opinion.

In my opinion, based on my audit, the financial statements referred to above
present fairly, in all material respects, the financial position of Industries
International, Inc. (a development stage company) as of December 31, 2002, and
the results of its operations, shareholders' equity and cash flows for the years
ended December 31, 2002 and December 31, 2001, and the period of inception
(January 11, 1991) through December 31, 2002, in conformity with generally
accepted accounting principles.

/s/ Randy Simpson, CPA, P.C.
March 13, 2003
Sandy, Utah 84092

                                      F-1
<PAGE>

<TABLE>
<CAPTION>


                         INDUSTRIES INTERNATIONAL, INC.
                          (A DEVELOPMENT STATE COMPANY)

                                  BALANCE SHEET

-------------------------------------------------------------------------------------------------------------
                                                   ASSETS
-------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>
                                                                             December 31,
                                                                                2002
-------------------------------------------------------- ----------------------------------------------------
CURRENT ASSETS
-------------------------------------------------------- ----------------------------------------------------
     Cash                                                 $                                              40
-------------------------------------------------------- ----------------------------------------------------
                                   Total Current Assets                                                  40
-------------------------------------------------------- ----------------------------------------------------
                                          TOTAL ASSETS    $                                              40
                                                           =================================================
------------------------------------------------------- ----------------------------------------------------

-------------------------------------------------------------------------------------------------------------
                                   LIABILITIES AND SHAREHOLDER'S DEFICIT
------------------------------------------------------- ----------------------------------------------------

-------------------------------------------------------- ----------------------------------------------------
CURRENT LIABILITIES
------------------------------------------------------- ----------------------------------------------------
     Payables                                                                     $                     604
                                                                                  --------------------------
-------------------------------------------------------- ----------------------------------------------------
    Loans from shareholders and accumulated
                   interest                                                                          15,469
-------------------------------------------------------- ----------------------------------------------------
                              Total Current Liabilities                                              16,073
-------------------------------------------------------- ----------------------------------------------------

-------------------------------------------------------- ----------------------------------------------------
STOCKHOLDERS' DEFICIT
-------------------------------------------------------- ----------------------------------------------------
     Common stock, $ .01 par value; authorized
          20,000,000 shares with 4,996,860
          shares issued and outstanding at December 31,
          2002                                                                                      49,969
-------------------------------------------------------- ----------------------------------------------------
                                      Paid in Capital                                              408,560
-------------------------------------------------------- ----------------------------------------------------
          Deficit Accumulated During Development
          Stage                                                                                   (474,562)
-------------------------------------------------------- ----------------------------------------------------
                           Total Stockholders' Deficit                                             (16,033)
-------------------------------------------------------- ----------------------------------------------------
          TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT
                                                                                  $                     40
                                                                                  ==========================
-------------------------------------------------------- ----------------------------------------------------
</TABLE>

               See Accompanying Notes to the Financial Statements

                                      F-2
<PAGE>

<TABLE>
<CAPTION>

                         INDUSTRIES INTERNATIONAL, INC.
                          (A DEVELOPMENT STATE COMPANY)

                                                  STATEMENTS OF OPERATIONS

                                                                                                       FROM INCEPTION
                                                 YEAR ENDED                   YEAR ENDED              (JAN. 11, 1991) TO
                                             DECEMBER 31, 2002           DECEMBER 31, 2001            DECEMBER 31, 2002
                                        ----------------------------- --------------------------- -----------------------------
<S>                                             <C>                              <C>                       <C>

INCOME:                                  $                  -            $               27,000     $              27,000
                                        ----------------------------- --------------------------- -----------------------------
                         TOTAL INCOME                       -                            27,000                    27,000
EXPENSES:
     Amortization expense                                   -                                 -                     1,000
     Advertising                                            -                                 -                       339
     Development costs                                      -                                 -                    69,135
     General and administrative                           312                              1,148                   10,181
     Interest expense                                   1,487                              2,505                    8,844
     Professional fees                                  7,583                              7,693                  412,063
                                        ----------------------------- -------------------------- -----------------------------
                          TOTAL EXPENSES                9,382                             11,346                  501,562


                                        ----------------------------- -------------------------- -----------------------------
                       NET INCOME (LOSS) $             (9,382)            $               15,654    $            (474,562)
                                        ============================= ========================== =============================


               NET LOSS PER COMMON SHARE

              (Basic and Fully Dilutive) $              (0.00)             $               0.00
                                        ============================= ==========================

                 WEIGHTED AVERAGE SHARES
                Common Stock Outstanding            4,996,860                         4,996,860
                                        ============================= ============================



               See Accompanying Notes to the Financial Statements.

</TABLE>
                                      F-3
<PAGE>

<TABLE>
<CAPTION>


                         INDUSTRIES INTERNATIONAL, INC.
                          (A DEVELOPMENT STATE COMPANY)

                        STATEMENT OF STOCKHOLDERS' EQUITY
           FROM INCEPTION (JANUARY 11, 1991) THROUGH DECEMBER 31, 2002

--------------------------------------------------- ------------- ------------ ------------ ------------- ------------
                                                       Common       Common
                                                       Stock         Stock       Paid-In    Accumulated      Total
                                                       Shares       Amount       Capital      Deficit       Deficit
--------------------------------------------------- ------------- ------------ ------------ ------------- ------------
<S>                                                    <C>               <C>       <C>          <C>            <C>

                     Balances at January 11, 1991            --     $     --      $    --      $     --      $    --

--------------------------------------------------- ------------- ------------ ------------ ------------- ------------
Common stock issued at inception (January 11,
1991) for services and compensation, valued at $         100,000        1,000           --            --        1,000
..01 per share

--------------------------------------------------- ------------- ------------ ------------ ------------- ------------
     Net loss for the year ended December 31, 1991            --           --                      (200)        (200)

--------------------------------------------------- ------------- ------------ ------------ ------------- ------------
     Net loss for the year ended December 31, 1992                                                 (200)        (200)

--------------------------------------------------- ------------- ------------ ------------ ------------- ------------
     Net loss for the year ended December 31, 1993            --           --           --         (565)        (565)

--------------------------------------------------- ------------- ------------ ------------ ------------- ------------
Common stock issued for services, valued at $ .01      2,050,000       20,500           --            --       20,500
per share

--------------------------------------------------- ------------- ------------ ------------ ------------- ------------
Common stock issued for cash, valued at $ .15 per        364,000        3,640       50,960            --       54,600
share

--------------------------------------------------- ------------- ------------ ------------ ------------- ------------
     Net loss for the year ended December 31, 1994            --           --           --      (30,049)     (30,049)

--------------------------------------------------- ------------- ------------ ------------ ------------- ------------
Common stock issued for services, valued at $ .15         57,000          570        7,980            --        8,550
per share
--------------------------------------------------- ------------- ------------ ------------ ------------- ------------
Common stock issued for cash, value at $ .15 per          88,334          833       12,367            --       13,250
share
--------------------------------------------------- ------------- ------------ ------------ ------------- ------------
     Net loss for the year ended December 31, 1995            --           --           --      (40,879)     (40,879)

--------------------------------------------------- ------------- ------------ ------------ ------------- ------------
Common stock issued for services, valued at $ .15      2,270,000       22,700      317,800            --      340,500
per share
--------------------------------------------------- ------------- ------------ ------------ ------------- ------------
Common Stock issued for cash, valued at $ .15 per         67,526          676        9,453            --       10,129
share
--------------------------------------------------- ------------- ------------ ------------ ------------- ------------
     Net loss for the year ended December 31, 1996            --           --           --     (341,847)    (341,847)

--------------------------------------------------- ------------- ------------ ------------ ------------- ------------
Contributed Capital                                           --           --        1,200            --        1,200

--------------------------------------------------- ------------- ------------ ------------ ------------- ------------
     Net loss for the year ended December 31, 1997            --           --           --      (42,364)     (42,364)

-------------------------------------------------- ------------- ------------ ------------ ------------- ------------
Contributed Capital                                           --           --          600            --          600

--------------------------------------------------- ------------- ------------ ------------ ------------- ------------
     Net loss for the year ended December 31, 1998            --           --           --       (1,458)      (1,458)

--------------------------------------------------- ------------- ------------ ------------ ------------- ------------
Contributed Capital                                           --           --        2,200            --        2,200

--------------------------------------------------- ------------- ------------ ------------ ------------- ------------
     Net loss for the year ended December 31, 1999            --           --           --       (3,452)      (3,452)

--------------------------------------------------- ------------- ------------ ------------ ------------- ------------
Contributed Capital                                           --           --        2,200            --        2,200

--------------------------------------------------- ------------- ------------ ------------ ------------- ------------
     Net loss for the year ended December 31, 2000            --           --           --      (19,820)     (19,820)

--------------------------------------------------- ------------- ------------ ------------ ------------- ------------
Contributed Capital                                           --           --        1,600            --        1,600

--------------------------------------------------- ------------- ------------ ------------ ------------- ------------
     Net loss for the year ended December 31, 2001            --           --           --        15,654       15,654

--------------------------------------------------- ------------- ------------ ------------ ------------- ------------
Contributed Capital                                           --           --        2,200            --        2,200

--------------------------------------------------- ------------- ------------ ------------ ------------- ------------
     Net loss for the year ended December 31, 2002            --           --           --       (9,382)      (9,382)


---------------------------------------------------- ------------- ------------ ------------ ------------- ------------
                     Balances at December 31, 2002   $ 4,996,860    $  49,969    $ 408,560  $  (474,562)   $ (16,033)
                                                     ===========    =========    =========  ============   ==========
--------------------------------------------------- ------------- ------------ ------------ ------------- ------------
               See Accompanying Notes to the Financial Statements

</TABLE>
                                      F-4
<PAGE>


<TABLE>
<CAPTION>

                         INDUSTRIES INTERNATIONAL, INC.
                          (A DEVELOPMENT STATE COMPANY)

                            STATEMENTS OF CASH FLOWS

--------------------------------------------------------- ------------------- -------------------- -------------------
<S>                                                       <C>                 <C>                    <C>
                                                                                                    (Jan. 11, 1991)
                                                              Year Ended          Year Ended          Inception to
                                                          DECEMBER 31, 2002    DECEMBER 31, 2001   DECEMBER 31, 2002
                                                          -----------------    -----------------   -----------------
Cash Flows Used in Operating Activities:
--------------------------------------------------------- ------------------- -------------------- -------------------
                                       Net Income (Loss)     $       (9,382)       $       15,654    $      (474,562)

--------------------------------------------------------- ------------------- -------------------- -------------------
Capital contributed by stockholders' for expenses                     2,200                1,600              10,000

--------------------------------------------------------- ------------------- -------------------- -------------------
Expenses not Requiring an Outlay of Cash
     Common stock issued for services                                     --                   --             370,550

--------------------------------------------------------- ------------------- -------------------- -------------------
Adjustments to Reconcile Net Loss
     To Cash Flows used in Operations:
(Increase)decrease in accounts payable
                                                                         428              (5,759)                 604
                                                                         ---              -------                 ---
--------------------------------------------------------- ------------------- -------------------- -------------------
                   Net Cash used in Operating Activities             (6,754)               11,495            (93,408)

--------------------------------------------------------- ------------------- -------------------- -------------------
Cash Flows Provided by Financing Activities:
     Increase(decrease) in loans from stockholders and
     accrued  interest                                                 5,730             (10,431)              15,469
                                                                       -----             --------              ------

     Issuance of common stock for cash                                    --                   --              77,979
                                                                          --                   --              ------
               Net Cash Provided by Financing Activities
                                                                       5,730             (10,431)              93,448
                                                                       -----             --------              ------

--------------------------------------------------------- ------------------- -------------------- -------------------
                         Net Increase (Decrease) in Cash             (1,024)               1,064                   40
--------------------------------------------------------- ------------------- -------------------- -------------------
                             Cash at Beginning of Period
                                                                       1,064                   --                  --
                                                          =================== ==================== ===================
--------------------------------------------------------- ------------------- -------------------- -------------------

--------------------------------------------------------- ------------------- -------------------- -------------------
                                   Cash at End of Period       $          40      $         1,064     $            40
                                                          =================== ==================== ===================



               See Accompanying Notes to the Financial Statements

</TABLE>

                                      F-5
<PAGE>

                         INDUSTRIES INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2002



          1.       ORGANIZATION AND ACCOUNTING POLICIES

          Industries International, Inc., (the Company), was organized in the
          state of Nevada on January 11, 1991. Accounting policies and
          procedures have since been determined as follows:

          The Company uses the accrual method of accounting and has elected a
          fiscal year end of December 31.

          Earnings per share are computed using the weighted average number of
          shares of common stock outstanding

          To date, the Company has not paid any dividends, and the likelihood is
          remote.

          The Securities Exchange Commission (SEC) recently issued Financial
          Reporting Release No. 60, "Cautionary Advice Regarding Disclosure
          About Critical Accounting Policies". The SEC defines the most critical
          accounting policies as those that are most important to the portrayal
          of a company's financial condition and operating results, as well as
          those which require management to make its most difficult and
          subjective judgments, often resulting from the need to make estimates
          of matters that are inherently uncertain. However, because the Company
          is a "development stage company" and has not yet begun operations,
          it's need for critical accounting policies has been limited to those
          of stock transaction valuations for services and capital obtained
          through the sale of common stock, both transactions are reflected in
          the Statement of Stockholders' Equity.

          2.       HISTORY OF THE COMPANY

          The Company was organized originally for the purpose of proposing
          planning and developing a golf course in either the Moapa area or
          Overton Valley area in Nevada. In February and September of 1994, the
          Company leased two parcels of land with the intentions of carrying out
          their plans to design and develop the proposed course.

          Regrettably, the Company was unable to secure adequate funding for the
          project and, as a result, fell in serious arrears with their lessor.
          In August of 1998, the Company assigned their lease to a third party
          with a written agreement stating $30,000 would be paid to the Company
          for the lease assignment, and $48,125 would be paid to the original


                                      F-6

<PAGE>

          lessor to satisfy the amount outstanding. The agreement was subject to
          the lessor accepting the arrearage check. However, the lessor not only
          rejected the agreement, but also refused to return the check. This
          action resulted in a lawsuit filed jointly by the Company and the new
          assignees against the original lessor.

         On September 10, 2001, the court issued an "Order of Dismissal". This
         action resulted in the allowance of the originally proposed third-party
         lease assignment and, finally, the issuance of a check to the Company
         by the new assignees in the amount of $27,000.

         3.       COMMON STOCK

         At inception (January 11, 1991) the Company issued 100,000 shares of
         common stock at (par value) $ .01, to the Company's officers, for
         compensation and services rendered, Since that time, the Company issued
         2,050,000 shares of common stock at par value, and 2,327,000 shares of
         common stock at $ .15 per share as payment for services and various
         expenses incurred. In addition to common stock issued for services and
         expenses, the Company issued 519,860 shares of common stock for cash,
         valued at $ .15 per share. No shares have been issued since 1996. As of
         December 31, 2002, the Company had a total of 4,996,860 shares issued
         and outstanding.

         4.       COMPENSATION OF OFFICERS

         From inception (January 11, 1991) through 1996, the Company compensated
         its officers and directors for time, services and office space with the
         issuance of common stock. During the year 197, the Company contributed
         $1,200 to capital for officer and director compensation, $600 was
         contributed to capital for compensation in 1998, $2,200 in 1999 and
         2000 and, in 2001, $1,600 was contributed to capital, as reflected in
         the statement of shareholders equity. On November 9, 2001, the Company
         opened a bank account with an initial deposit of $27,000, the total
         amount received from their legal settlement. The Company has since
         compensated one of its officers $600 for accounting services.

         5.       LOANS FROM SHAREHOLDERS

         The Company's operating costs are satisfied through loans from personal
         funds of one of its shareholders. The loans carry an annual interest
         rate of 10% which is calculated each quarter. On November 9, 2001, the
         Company made a loan payment of $25,000, substantially reducing the
         balance to $9,329. At December 31, 2002, the balance of the loan,
         including interest, was $15,469, reflected in Company's 2002 year-end
         financials.

         6.       MERGER WITH BROAD FAITH LIMITED

         On February 10, 2003, the Company finalized the acquisition agreement
         with Broad Faith Limited, a British Virgin Islands corporation, whereby
         they acquired 100% of Broad Faith Limited in exchange for 92% interest
         in Industries International, Inc. Broad Faith Limited specializes in
         the production of communications terminal products, as well as research
         and development of cordless telephone technology. In addition, they
         have established a distribution network in China.


                                      F-7

<PAGE>