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                       SECURITIES AND EXCHANGE COMMISSION
                                    FORM 20-F


[ ]      REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE
         SECURITIES EXCHANGE ACT OF 1934 OR

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

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 - For the transition period from ______________ to
         _______________

                         Commission file number: 0-96988

                               NET-MATRIX LIMITED

             (Exact name of Registrant as specified in its charter)

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

                             BRITISH VIRGIN ISLANDS

                 (Jurisdiction of incorporation or organization)

                           Room 1806, Hutchison House
                            10 Harcourt Road, Central
                                    Hong Kong
                    (Address of principal executive offices)

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

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

                                      NONE

SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                                                   Name of Each Exchange
          Title of Each Class                Which the Securities are Registered
          -------------------                -----------------------------------

Class A Common Stock, par value $0.0001 per share         NONE
Class B Common Stock, par value $0.0001 per share

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

Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act

                                      NONE

Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the
Registration Statement.

As of September 30, 2000, 10,000,000 Class A shares, par value $0.0001 per share
(collectively, with the Class A and Class B Stock not yet issued and
outstanding, the "Common Stock"), were issued and outstanding.

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark which financial statement item the registrant has elected
to follow. Item 17 [ ] Item 18 [X]


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                                     PART I

                      ITEM 1. DESCRIPTION OF THE BUSINESS.

1A.      GENERAL

         Net-Matrix Limited (the "Company") was incorporated on September 15,
1999 under the International Business Companies Act of the British Virgin
Islands (the "IBC Act"). The Company is a development stage company and has no
operations to date other than issuing shares and options to its original
shareholders and authorizing those actions in connection with the filing of this
Form 20-F (the "Annual Report"), as described more fully herein.

         The Company has been formed in accordance with the requirements for
forming a blank check company (a "Blank Check Company") as defined in Section
7(b)(3) of the Securities Act of 1933, as amended (the "Securities Act"). The
Company intends to provide a method for a foreign or domestic private company to
become a reporting company whose securities are qualified for trading in the
United States secondary market, pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act").

         As such, the Company will attempt to locate and negotiate with a
business entity (a "Target Company") for the merger with or consolidation of,
the full or partial acquisition of, or the entering into any other business
combination with a Target Company. No assurances can be given that the Company
will be successful in locating, negotiating or merging with, acquiring, or
entering into any other business combination with any Target Company.

1B.      PERCEIVED BENEFITS

         There are certain perceived benefits to being a company with a class of
publicly-traded securities. These are commonly thought to include the following:

         -        the ability to use registered securities to make acquisitions
                  of assets or businesses;

         -        increased visibility in the financial community;

         -        facility of borrowing from financial institutions;

         -        improved trading efficiency;

         -        shareholder liquidity;

         -        greater ease in raising capital;

         -        compensation of key employees through stock options and
                  similar stock plans;

         -        enhanced corporate image; and

         -        a presence in the United States capital market.

1C.      POTENTIAL TARGET COMPANIES

         Target Companies that may be interested in any form of business
combination with the Company could include, without limitation, the following:

         -        a company for which the primary purpose of becoming public is
                  the use of its securities for the acquisition of assets or
                  businesses;


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         -        a company which is unable to find an underwriter of its
                  securities or is unable to find an underwriter of securities
                  on terms acceptable to it;

         -        a company which wishes to become public with less dilution of
                  its common stock than would occur upon an underwriting of
                  additional equity;

         -        a company which believes that it will be able to obtain
                  investment capital on more favorable terms after it has become
                  public;

         -        a foreign company which desires to make an initial entry into
                  the United States capital market;

         -        a special situation company, such as a company seeking a
                  public market to satisfy redemption requirements under a
                  qualified Employee Stock Option Plan; and

         -        a company seeking one or more of the other perceived benefits
                  of becoming a public company.

         The officers, directors and shareholders are currently composed of the
same individuals. See Item 5, "Directors, Officers, Promoters and Control
Persons" and Item 7, "Certain relationships and related transactions". A
business combination with a Target Company will normally, but not necessarily,
involve the transfer to the Target Company of the majority of the issued and
outstanding common stock of the Company, and the partial or complete
substitution by the Target Company of the Company's current officers and
directors.

         No assurances can be given with respect to the Company's ability to
enter into a business combination, nor can assurances be made regarding the
terms of any business combination or the nature of the Target Company with which
the Company may enter into a business combination. See ITEM 1D(2), "SPECULATIVE
NATURE OF THE COMPANY'S PROPOSED PLAN OF OPERATION".

         The proposed business activities described herein classify the Company
as a Blank Check Company. The Securities and Exchange Commission (the
"Commission") and many states have enacted statutes, rules and regulations
limiting the sale of securities of Blank Check Companies. The officers and
directors do not intend to undertake any efforts to cause a market to develop in
the Company's securities until such time as the Company has successfully
implemented its business plan described herein.

         The Company is filing this Annual Report with the Commission and is
under the obligation to file within 90 days from the close of the fiscal year
end under the Exchange Act.

1D.      PLAN OF OPERATIONS

         For the remainder of the fiscal year, the Company anticipates no
operations other than the following activities: (i) continued initial
organization of the Company, (ii) preparing and filing this Annual Report and
(iii) preliminary and general oral conversations by its officers and directors
with respect to engaging in a merger with or acquisition of another company,
which may or may not lead to such a merger or acquisition in the remainder of
this fiscal year. The Company does not know of or have an established plan to
enter into any arrangement, agreement or understanding in the remainder of the
fiscal year with respect to engaging in a merger with or acquisition of a
specific Target Company. The Company has no present plans to thoroughly research
the market for Target Companies, and has no plans to materially expand the
number of people it employs for the remainder of the fiscal year.

1E.      RISK FACTORS

         The Company's business is subject to numerous risk factors, including
but not limited to the following:

         (1)      NO OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS.

                  The Company has had no operating history (other than
                  operations in connection with the formation of the Company and
                  the filing of this Annual Report), revenues or earnings from
                  operations and has no significant assets or financial
                  resources. The Company will, in all likelihood, sustain


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                  operating expenses without corresponding revenues, at least
                  until the consummation of a business combination, if any. This
                  may result in the Company incurring a net operating loss that
                  will increase continuously until the Company can consummate a
                  business combination with a Target Company. There is no
                  assurance that the Company can identify such a Target Company
                  and consummate such a business combination.

         (2)      SPECULATIVE NATURE OF THE COMPANY'S PROPOSED PLAN OF
                  OPERATIONS.

                  The success of the Company's proposed plan of operation will
                  depend to a great extent on the operations, financial
                  condition and management of the identified Target Company
                  following any business combination. While the Company's
                  officers, directors and current shareholders will likely
                  prefer business combinations with entities having established
                  operating histories, there can be no assurance that the
                  Company will be successful in locating Target Companies
                  meeting such criteria. In the event the Company completes a
                  business combination, of which there can be no assurance, the
                  success of the Company's operations will be dependent upon the
                  business operations and financial results of the Target
                  Company and numerous other factors beyond the Company's
                  control.

         (3)      SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND
                  COMBINATIONS.

                  The Company currently has no way of distinguishing itself from
                  other blank check companies seeking merger or acquisition
                  candidates, and also anticipates that it will be an
                  insignificant participant in the business of seeking mergers
                  with and acquisitions of business entities. A large number of
                  established and well-financed operating entities, including
                  venture capital firms, are active in mergers with and
                  acquisitions of Target Companies. Nearly all such entities
                  have significantly greater financial resources, technical
                  expertise and managerial capabilities than the Company and,
                  consequently, the Company will be at a competitive
                  disadvantage in identifying possible business opportunities
                  and successfully negotiating and completing a business
                  combination. Moreover, the Company will also compete with
                  numerous other small public and private companies, including
                  other blank check companies with registered classes of
                  securities, in seeking merger or acquisition candidates.

         (4)      NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION -
                  NO STANDARDS FOR BUSINESS COMBINATION.

                  The Company has no current arrangement, agreement or
                  understanding with respect to engaging in a merger with or
                  acquisition of a specific Target Company. There can be no
                  assurance that the Company will be successful in identifying
                  and evaluating suitable business opportunities, locating a
                  Target Company or concluding a business combination. The
                  officers and directors have not identified any particular
                  industry or specific business within an industry for
                  evaluation by the Company. There is no assurance that the
                  Company will be able to negotiate a business combination on
                  terms favorable to the Company. In implementing a structure
                  for a particular business acquisition with a Target Company,
                  the Company may also become a party to a merger,
                  consolidation, reorganization, joint venture or licensing
                  agreement with another corporation or entity. The Company has
                  not established a specific length of operating history or a
                  specified level of earnings, assets, net worth or other
                  criteria which it will require a Target Company to have
                  achieved, or without which the Company would not consider a
                  business combination with such Target Company. Accordingly,
                  the Company may enter into a business combination with a
                  Target Company having losses, no significant operating
                  history, limited or no potential for immediate earnings,
                  limited assets, negative net worth or other negative
                  characteristics. The Company may consider, however, other
                  factors, including (but not limited to) the Target Company's
                  long-term growth possibilities, as well as its strategic
                  position relative to other companies in its location and
                  industry, in deciding to enter into a business combination.


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         (5)      CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY.

                  While seeking a business combination, the officers and
                  directors anticipate keeping their current employment
                  positions as well as seeking to organize other companies of a
                  similar nature. As such, demands may be placed on the
                  officers' and directors' time that will detract from the time
                  they are able to devote to the Company. The officers and
                  directors intend to devote as much time to the activities of
                  the Company as required; however, should a conflict arise,
                  there is no assurance that the officers and directors of the
                  Company would not attend to other matters prior to those of
                  the Company. Initially, the officers and directors intend to
                  devote up to ten (10) hours each per month to the business of
                  the Company, and they intend to increase that amount of time
                  when the analysis of, and negotiations and consummation with,
                  a Target Company is conducted. See ITEM 10E, "CONFLICTS OF
                  INTEREST". The Company's officers have not entered into a
                  written employment agreement with the Company and they are not
                  expected to do so in the foreseeable future. The Company has
                  not obtained key man life insurance on its officers and
                  directors. Notwithstanding the limited experience and limited
                  time commitment of the officers and directors, loss of the
                  services of the officers and directors would adversely affect
                  development of the Company's business and its likelihood of
                  continuing operations.

         (6)      CONFLICTS OF INTEREST--GENERAL.

                  The Company's officers and directors participate in other
                  business ventures that may compete directly with the Company.
                  The officers and directors will be responsible for seeking,
                  evaluating, negotiating and consummating a business
                  combination with a Target Company that may result in terms
                  providing benefits to the officers and directors. Additional
                  conflicts of interest and non-arms length transactions may
                  also arise in the future. There are no binding guidelines or
                  procedures for resolving potential conflicts of interest.
                  Failure by the officers and directors to resolve conflicts of
                  interest in favor of the Company could result in liability of
                  the officers and directors to the Company. However, any
                  attempt by shareholders to enforce a liability of the officers
                  and directors to the Company would most likely be
                  prohibitively expensive and time consuming. As the
                  shareholders and the officers and directors are currently the
                  same persons, these conflicts of interest also apply to the
                  shareholders.

          (7)     OTHER BLANK CHECK COMPANIES.

                  The officers and directors are currently involved in creating
                  additional Blank Check Companies substantially similar to the
                  Company. To date, three other companies substantially similar
                  to the Company have been established, and two of those
                  companies have taken such prior action as the filing of an
                  Annual Report or a securities filing or issuance. A conflict
                  may arise in the event that another Blank Check Company with
                  which the officers and directors are affiliated files a
                  Registration Statement and actively seeks a Target Company.
                  The officers and directors anticipate (but are not required to
                  so effect) that Target Companies will be located for the
                  Company and other Blank Check Companies either (i) in
                  chronological order of the date of formation of such Blank
                  Check Companies; or (ii) by lot. However, other additional
                  Blank Check Companies that may be formed may differ from the
                  Company in certain items such as place of incorporation,
                  number of shares and shareholders, working capital, types of
                  authorized securities, or other items. It may be that a Target
                  Company may be more suitable for or may prefer a certain Blank
                  Check Company formed after the Company. In such case, a
                  business combination might be negotiated on behalf of the more
                  suitable or preferred Blank Check Company regardless of date
                  of formation or choice by lot. See ITEM 10C, "DIRECTORS AND
                  OFFICERS OF REGISTRANT --Current Blank Check Companies".

         (8)      REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION.

                  Section 13 of the Exchange Act requires companies subject to
                  the Exchange Act to provide certain information about
                  significant acquisitions, including certified financial
                  statements for an acquired company covering one or two
                  complete fiscal years, depending on the relative size of any
                  acquisition. The time and additional costs that may be
                  incurred by some Target Companies to prepare such financial
                  statements may significantly


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                  delay or essentially preclude consummation of an otherwise
                  desirable acquisition by the Company. Acquisition prospects
                  that do not have or are unable to obtain the required
                  financial statements may not be appropriate for acquisition so
                  long as the reporting requirements of the Exchange Act are
                  applicable.

         (9)      LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION AND
                  EXPERTISE.

                  The Company has neither conducted nor obtained market research
                  indicating that demand exists for the type of transactions
                  contemplated by the Company. Even in the event demand exists
                  for a merger or acquisition of the type contemplated by the
                  Company, there is no assurance the Company will be successful
                  in completing any such business combination.

                  The officers and directors will be responsible for seeking,
                  evaluating, negotiating and consummating a business
                  combination with a Target Company. The officers and directors
                  are not, however, professional business analysts, and are
                  novices relative to the more established and well-financed
                  entities who are active in mergers with and acquisitions of
                  Target Companies. Therefore, the Company will operate at a
                  competitive disadvantage in identifying and completing
                  business combinations with suitable Target Companies.

         (10)     LACK OF DIVERSIFICATION.

                  The Company's proposed operations, even if successful, will
                  probably, but not necessarily, result in the Company engaging
                  in a business combination with only one Target Company. The
                  officers and directors anticipate that the Company will be
                  able to participate in only one potential business venture
                  because the Company has nominal assets and limited financial
                  resources. Consequently, the Company's activities will be
                  limited to those engaged in by the Target Company with which
                  the Company merges or acquires. The Company's inability to
                  diversify its activities into a number of areas may subject
                  the Company to economic fluctuations within a particular
                  business or industry and therefore increase the risks
                  associated with the Company's operations. This lack of
                  diversification should be considered a substantial risk to the
                  shareholders of the Company because it will not permit the
                  Company to offset potential losses from one venture against
                  gains from another.

         (11)     REGULATION UNDER THE INVESTMENT COMPANY ACT.

                  Although the Company will be subject to certain regulation
                  under the Exchange Act, (and, if involved in a reorganization,
                  potentially the Securities Act), the officers and directors
                  anticipate that the Company will not be subject to regulation
                  under the Investment Company Act of 1940 (the "Investment
                  Company Act"). In the event the Company engages in business
                  combinations which result in the Company holding passive
                  investment interests in a number of entities, the Company
                  could be subject to regulation under the Investment Company
                  Act. In such event, the Company would be required to register
                  as an investment company under the Investment Company Act and
                  comply with the provisions thereof and could be expected to
                  incur significant registration and compliance costs. The
                  Company has obtained no formal determination from the
                  Commission as to the status of the Company under the
                  Investment Company Act. Any violation of the Investment
                  Company Act could subject the Company to material adverse
                  consequences.

         (12)     PROBABLE CHANGE IN CONTROL AND MANAGEMENT.

                  A business combination involving the issuance of the Company's
                  common stock will, in all likelihood, result in the
                  shareholders of the Target Company obtaining a controlling
                  interest in the Company. Any such business combination may
                  require shareholders of the Company to sell or transfer all or
                  a portion of the Company's common stock held by them. Any
                  merger or acquisition effected by the Company can be expected
                  to have a significant dilutive effect on the percentage of
                  shares held by the Company's shareholders at such time. The
                  resulting change in control of the Company could potentially
                  result in the partial or complete removal of the present


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                  officers and directors of the Company and a corresponding
                  reduction in or elimination of their participation in the
                  future affairs of the Company.

                  The issuance of previously authorized and unissued common
                  stock of the Company would also result in a reduction in
                  percentage of shares owned by the present shareholders of the
                  Company and would most likely result in a change in control or
                  substitution or replacement of some or all of the officers and
                  directors of the Company.

                  The terms of any business combination may include such terms
                  as any or all of Messrs. Chan and Chan remaining a director,
                  officer and/or shareholder of the Company or any or all of
                  them becoming consultants to the Company with compensation
                  should they resign as directors and officers of the Company
                  and as a result of the consummation of a business combination.
                  See ITEM 10A, "BACKGROUNDS OF DIRECTORS".

         (13)     TAXATION.

                  Tax consequences will, in all likelihood, be major
                  considerations in any business combination the Company
                  undertakes. Currently, such transactions may be structured to
                  result in tax-free treatment to both companies, pursuant to
                  various jurisdictions' tax provisions. The Company intends to
                  structure any business combination to minimize the tax
                  consequences to both the Company and the Target Company. There
                  can be no assurance, however, that any such business
                  combination will meet the statutory requirements of a tax-free
                  reorganization or that the parties will obtain the intended
                  tax-free treatment upon a transfer of stock or assets. A
                  non-qualifying reorganization could result in the imposition
                  of taxes in any jurisdiction that may have an adverse effect
                  on all parties to the transaction. See ITEM 7, "TAXATION".

          (14)    EMPLOYEES.

                  The Company has no full time employees. The Company's officers
                  and directors have agreed to allocate a portion of their time
                  to the activities of the Company, without compensation. The
                  officers and directors anticipate that the business plan of
                  the Company can be implemented by initially devoting no more
                  than ten (10) hours per month to the business affairs of the
                  Company and, consequently, conflicts of interest may arise
                  with respect to the limited time commitment by such officers
                  and directors. See ITEM 1D(5), "RISK FACTORS--Continued
                  Management Control; Limited Time Availability".

         (15)     ADVISORS OF TARGET COMPANY

                  A potential Target Company may have an agreement with a
                  consultant or advisor providing for services of the consultant
                  or advisor to be continued after any business combination.
                  Additionally, a Target Company may be presented to the Company
                  only on the condition that the services of a consultant or
                  advisor be continued after a merger, acquisition or other
                  business combination. Such preexisting agreements of Target
                  Companies for the continuation of the services of attorneys,
                  accountants, advisors or consultants could be a factor in the
                  selection of a Target Company.

         (16)     RISKS ASSOCIATED WITH THE YEAR 2000 PROBLEM

                  At present, the Company does not own or lease any computer
                  equipment. However, the Company, and any potential Target
                  Company, may face material adverse problems in maintaining or
                  upgrading its own (if any) or interfacing with other computer
                  systems, software, circuitry or any other electronic device in
                  the correct handling and processing of any date change. Any
                  such failure could have a material adverse effect on the
                  Company's financial condition and could also be a factor in
                  the selection of a Target Company.

         (17)     ENFORCEMENT OF CIVIL LIABILITIES.

                  The Company has appointed Mossack Fonseca & Co. (B.V.I.) Ltd.,
                  P.O. Box 3136, Road Town, Tortola, British Virgin Islands as
                  its agent upon whom


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                  service of process may be served in any action brought against
                  it under the securities laws of the United States. All of the
                  Company's officers and directors reside outside the United
                  States and all of the assets of these persons and of the
                  Company are or may be located outside of the United States.

                  The Company has been advised by Conyers Dill & Pearman, its
                  legal counsel in the British Virgin Islands, that Section 7 to
                  the IBC Act provides that:

                  "Subject to Section 74, no member, director, officer, agent,
                  or liquidator of a company incorporated under this Act is
                  liable for any debt, obligation, or default of the company,
                  unless specifically provided in this Act or in any other law
                  for the time being in force in the British Virgin Islands, and
                  except in so far as he may be liable for his own conduct and
                  actions."

                  Section 74 provides that:

                  "If at any time there is no member of a company incorporated
                  under this Act, any person doing business in the name of or on
                  behalf of the company is personally liable for the payment of
                  all debts of the company contracted during the time and the
                  person may be sued therefor without joinder in the proceedings
                  of any other person."

                  The Company has been advised by Conyers Dill & Pearman that
                  the United States and British Virgin Islands do not have a
                  treaty providing for reciprocal recognition of and enforcement
                  of judgments of United States courts in civil and commercial
                  matters and that a final judgment for the payment of money
                  rendered by any federal or state courts in the United States
                  based on civil liability, whether or not predicated solely
                  upon the United States federal securities laws, would,
                  therefore, not be automatically enforceable in the British
                  Virgin Islands. The Company has also been advised by Conyers
                  Dill & Pearman that a final and conclusive judgment obtained
                  in federal or state courts in the United States under which a
                  sum of money is payable as compensatory damages (i.e. not
                  being a sum claimed by a revenue authority for taxes or other
                  charges of a similar nature by a governmental authority, or in
                  respect of a fine or penalty or multiple or punitive damages)
                  may be the subject of an action on a debt in the Supreme Court
                  in the British Virgin Islands under the common law doctrine of
                  obligation. Such an action should be successful on the proof
                  that the sum of money is due and payable, without having to
                  prove the facts supporting the underlying judgment, as long
                  as:

                  (a)      such courts had proper jurisdiction over the parties
                           subject to such judgment,

                  (b)      such courts did not contravene the rules of natural
                           justice of the British Virgin Islands,

                  (c)      such judgment was not obtained by fraud,

                  (d)      enforcement of the judgment would not be contrary to
                           the public policy of the British Virgin Islands,

                  (e)      no new admissible evidence relevant to the action is
                           submitted prior to the rendering of the judgment by
                           the courts of the British Virgin Islands, and

                  (f)      due compliance is made with the correct procedures
                           under the laws of the British Virgin Islands.

                  A British Virgin Islands court may impose civil liability on
                  the Company or its directors or officers in a suit brought in
                  the Supreme Court of the British Virgin Islands against the
                  Company or such persons with respect to a violation of United
                  States federal securities laws, provided that the facts
                  surrounding such violation constitute or give rise to a cause
                  of action under British Virgin Islands law. Only if the above
                  preconditions are satisfied can a plaintiff under a United
                  States judgment sue the Company or its officers or directors
                  in the British Virgin Islands upon the


<PAGE>   9

                  debt created by the United States judgments and would be
                  entitled to summary judgment without further review of the
                  merits of the United States case. As such, Conyers Dill &
                  Pearman has advised that it may be more difficult for
                  potential investors to effect service of process within the
                  United States upon the Company's officers or directors, or to
                  enforce against the Company or such persons judgments obtained
                  in United States courts predicated solely upon the civil
                  liability provisions of the United States securities laws.

         (18)     DIRECTOR ACTIONS AND SHAREHOLDER RIGHTS UNDER BRITISH VIRGIN
                  ISLANDS LAW.

                  Pursuant to the Company's Memorandum and Articles of
                  Association and pursuant to the laws of the British Virgin
                  Islands, the Company's Memorandum and Articles of Association
                  may be amended by the Board of Directors without shareholder
                  approval. This includes amendments to increase or reduce the
                  authorized capital stock of the Company, to authorize the
                  issuance of different classes of stock including preferred
                  stock and to issue such stock subject to any designations,
                  powers, preferences, rights, qualifications, limitations and
                  restrictions. The Board of Directors may also increase the
                  capital of the Company without shareholder approval. Further,
                  the Company's Memorandum and Articles of Association provide
                  that differences which may arise between the Company and any
                  of its shareholders, their executors, administrators or
                  assigns relating to the Company's Memorandum and Articles of
                  Association shall, unless the parties agree to a single
                  arbitrator, be referred to two arbitrators to be chosen by
                  each of the differing parties. The ability of the Company to
                  amend its Memorandum and Articles of Association without
                  shareholder approval could have the effect of delaying,
                  deterring or preventing a change in control of the Company
                  without any further action by the shareholders, including,
                  without limitation, a tender offer to purchase the Common
                  Stock at a premium over then current market prices. In
                  addition, issuance of Preferred Stock, without shareholder
                  approval, on such terms as the Board of Directors may
                  determine, could adversely affect the voting power of the
                  holders of the Common Stock, including the loss of voting
                  control to others. No amendment to the Memorandum and Articles
                  of Association will be effective unless and until it is filed
                  with the Companies Registry of the British Virgin Islands.

                  Under the laws of most jurisdictions in the United States,
                  majority and controlling shareholders generally have certain
                  fiduciary duties to the minority shareholders. Shareholder
                  action must be taken in good faith and actions by controlling
                  shareholders which are obviously unreasonable may be declared
                  null and void. However, Conyers Dill & Pearman has advised
                  that British Virgin Islands law protecting the interests of
                  minority shareholders may not be as protective in all
                  circumstances as the law protecting minority shareholders in
                  United States jurisdictions.

                  Further, Conyers Dill & Pearman has advised that, while
                  British Virgin Islands law does permit a shareholder of a
                  British Virgin Islands company to sue its directors
                  derivatively, and to sue the Company and its directors for the
                  shareholder's benefit and the benefit of other shareholders
                  similarly situated, the circumstances in which any such action
                  may be brought, and the procedures and defenses that may be
                  available in any such action, may result in the rights of
                  shareholders of a British Virgin Islands company being more
                  limited than shareholders of a corporation incorporated in the
                  United States.

         (19)     LACK OF DIVIDENDS.

                  The Company has not paid any cash dividends on its Common
                  Stock. The future payment of dividends is within the
                  discretion of the Board of Directors. The Board does not
                  intend to declare any dividends in the forseeable future, but
                  intends to retain all future earnings, if any, for use in the
                  Company's merger and acquisition activities.

         (20)     POLITICAL AND ECONOMIC DEVELOPMENTS AFFECTING HONG KONG.

                  The Company's principal office is located in Hong Kong.
                  Accordingly, the Company may be materially adversely affected
                  by factors affecting Hong


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                  Kong's political situation and its economy or in its
                  international political and economic relations. Pursuant to
                  the Sino-British Joint Declaration, the government of the
                  People's Republic of China ("PRC") began to exercise
                  sovereignty over Hong Kong, effective July 1, 1997, through
                  the Hong Kong Special Administrative Region, which was
                  established pursuant to Article 31 of the PRC constitution.
                  The PRC has agreed that (i) Hong Kong's current social and
                  economic system will remain unchanged for 50 years after July
                  1, 1997, with the Special Administrative Region to be
                  administered by local inhabitants under the PRC's "Basic Law,"
                  and (ii) the laws currently enforced in Hong Kong will remain
                  largely in unchanged and foreign investment will be protected
                  by the law. There can be no assurance that the Basic Law as
                  adopted in its present form will not be changed or interpreted
                  in a materially adverse manner for the Company in the future
                  or that any such changes or interpretations would not be given
                  retroactive effect. Accordingly, future political developments
                  could make it impractical, inefficient or impossible for the
                  Company to conduct business in or from Hong Kong.


ITEM 2.  DESCRIPTION OF PROPERTIES

         2A.      GENERAL

         The Company has no properties and currently has no agreements or plans
to acquire any properties. The Company's officers and directors use the offices
of Champ Pacific Capital Limited, Room 1806, Hutchison House, 10 Harcourt Road,
Central, Hong Kong at no cost to the Company. Champ Pacific Capital Limited has
agreed to continue this arrangement at any location it occupies until the
Company completes a transaction with a Target Company. One of the Company's
officers, directors and beneficial owners, Mr. Kevin Sheung Wai Chan, is a
director and fifty percent (50%) beneficial shareholder of Champ Pacific Capital
Limited.

         2B.      REAL ESTATE INVESTMENT POLICIES.

         The Company has no real estate properties and at this time has no
agreements to acquire any properties. The Company does not preclude, however,
the possibility of becoming a party to a business combination with a Target
Company or another corporation or entity, or acquiring stock or assets of an
existing business, in which investments in real estate or interests in real
estate are involved.

ITEM 3.  LEGAL PROCEEDINGS.

         There is no litigation pending or, to the Company's knowledge,
threatened by or against the Company.

ITEM 4.  CONTROL OF REGISTRANT.

         The following table sets forth, as of September 30, 2000, each person
known by the Company to be the beneficial owner of ten (10) percent or more of
the Company's outstanding Class A common stock, each of whom are directors
individually and directors and officers of the Company as a group. Each person
has sole voting and investment power with respect to the shares shown. Other
than the rights to exercise options on the Class B Common stock in the amounts
as described below, none of the stockholders listed at this time have any rights
to acquire within sixty (60) days any additional common or preferred stock from
warrants, rights, conversion privilege(s) or similar obligations. No Class B
common stock or preferred stock of the Company has been issued at this time;
however, the individuals listed below are the beneficial owners of rights to
acquire, at an exercise price of US $0.0001 per share, and at any time between
September 15, 1999 and September 14, 2009, the Class B common stock in the
amounts below from stock options, each of whom are directors individually and
directors and officers of the Company as a group.


<PAGE>   11

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
      Title of      Name and Address of Beneficial                        Number of Shares            Percentage
       Class                 Owner                                            Owned                    of Class
-----------------------------------------------------------------------------------------------------------------------
      <S>                                                                 <C>                         <C>
      Class A       Mr. Kevin Sheung Wai Chan                                7,500,000                  75%
      Common        Room 1806, Hutchison House
      Stock         10 Harcourt Road, Central
                    Hong Kong
-----------------------------------------------------------------------------------------------------------------------
      Class A       Mr. Silas Sheung Kwan Chan                               2,500,000                  25%
      Common        Room 1806, Hutchison House
      Stock         10 Harcourt Road, Central
                    Hong Kong
-----------------------------------------------------------------------------------------------------------------------
      Class B       Mr. Kevin Sheung Wai Chan                                7,500,000                  75%
      Common        Room 1806, Hutchison House
      Stock         10 Harcourt Road, Central
      Options       Hong Kong
-----------------------------------------------------------------------------------------------------------------------
      Class B       Mr. Silas Sheung Kwan Chan                               2,500,000                  25%
      Common        Room 1806, Hutchison House
      Stock         10 Harcourt Road, Central
      Options       Hong Kong
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

         Beauty Wise Secretaries Limited ("Beauty Wise"), formerly Beauty Wise
Development Limited, a company organized and existing under the laws of Hong
Kong, holds the shares and options of Mr. Kevin Sheung Wai Chan in trust for Mr.
Kevin Sheung Wai Chan's sole benefit pursuant to a Nominee Shareholder Agreement
dated September 15, 1999 between Mr. Kevin Sheung Wai Chan and Beauty Wise. Mr.
Kevin Sheung Wai Chan is the Secretary, one of two Directors and a 50%
shareholder in Beauty Wise.

         Fortune Access Nominees Limited ("Fortune Access"), formerly Fortune
Access Development Limited, a company organized and existing under the laws of
Hong Kong, holds the shares and options of Mr. Silas Sheung Kwan Chan in trust
for Mr. Silas Sheung Kwan Chan's sole benefit pursuant to a Nominee Shareholder
Agreement dated September 15, 1999 between Mr. Silas Sheung Kwan Chan and
Fortune Access. Mr. Kevin Sheung Wai Chan is the Secretary, one of two Directors
and a 50% shareholder in Fortune Access.

ITEM 5.  NATURE OF THE TRADING MARKET

         The Common Stock of the Company is not yet listed on an exchange or
over-the-counter system. The Company does plan to consider looking at listing
its shares on the OTC Bulletin Board or the Nasdaq Small Cap market in the
future.

ITEM 6.  EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS

         There are no exchange control restrictions on the payment of dividends
on the Common Stock of the Company in Hong Kong, where the Company's principal
executive offices are located, or the British Virgin Islands, where the Company
is incorporated. Currently, the shares in the Company are issued in the currency
of the United States. Other jurisdictions in which the Company may conduct
operations in the future, or where a Target Company is located, may have various
exchange controls.

         Although the Company has not entered into any discussions with any
potential Target Company, the Company may seek to merge with or acquire a Target
Company in a number of jurisdictions, including the People's Republic of China
("PRC"), whose currency, the Renminbi, is not freely convertible into foreign
currency. The PRC government imposes control over its foreign currency reserves
in part through direct regulation of the conversion of Renminbi into foreign
currency and through restrictions on foreign trade. Prior to January 1, 1994,
the PRC had a dual exchange rate system, which consisted of the rate fixed
time-to-time by the PRC State Administration of Exchange Control (the "SAEC")
and the rates prevailing in the various swap centers around the country (the
"Swap Rates"). In most cases, foreign enterprises satisfied their need for
foreign currency through such means as exporting products for foreign currency,
selling "import substitute" products in the PRC for payment in foreign currency,
or accessing a swap center. Among the more widely used Swap Rates was the rate
at the swap center in Shanghai. Effective January 1, 1994, a new unitary,
managed floating-rate system was introduced in the PRC to replace the previous
dual-track foreign exchange system, which was abolished pursuant to the Notice
of the People's Bank of China Concerning Further Reform of the Foreign Currency
Control System (the "PBOC Notice"). The conversion of Renminbi into U.S. dollars
must now be based on the rate set by the People's Bank of China, which is set
based on the previous day's PRC interbank foreign exchange market rate and with
reference to current exchange rates on the world financial markets. In
furtherance of these currency reforms, the China Foreign Exchange Trading Center
(the "CFETC") was formally established in Shanghai and began operating in April
1994. The establishment of the CFETC was originally intended to coincide with
the phasing out of the swap centers. However, the swap centers have been
retained as an interim measure and it is envisaged that the local swap centers
will be phased out gradually.


<PAGE>   12

         Currently, foreign investment enterprises ("FIEs") in the PRC
(including Sino-foreign equity and co-operative joint ventures) are required to
apply to the local bureau of the SAEC for "foreign exchange registration
certificates foreign investment enterprises." Upon the presentation of
appropriate documentation, FIEs may enter into foreign exchange transactions at
swap centers, or in the future, in the event the unitary exchange rate system is
implemented as anticipated, through the unified market when all swap centers are
consolidated under the CFETC. On January 29, 1996, the State Council promulgated
the Regulations of the People's Republic of China Regarding Foreign Exchange
Control (the "Regulations") which came into effect on April 1, 1996. Pursuant to
the Regulations, conversion of Renminbi into foreign exchange for current
account items is permissible. Conversion of Renminbi into foreign exchange for
capital items, such as direct investment, loans or security is still under the
sole jurisdiction and requires approval of the SAEC.

         As a result of the adoption of the unitary exchange rate system on
January 1, 1994, the official bank exchange rate for Renminbi to U.S. dollars
experienced an immediate devaluation of approximately 50% to US$1.00 .2 = Rmb
8.7000. Any future volatility or devaluation of the Renminbi could have a
material adverse effect on the Company's business, results of operations and
financial condition.

         Management believes that the Company, if it merges with or acquires a
Chinese Target Company, would be able to obtain all required approvals for the
conversion and remittance abroad of foreign currency necessary for the
operations of any Chinese Target Company's business. However, such approvals do
not guarantee the availability of foreign currency, and no assurance can be
given that the Company would be able to convert sufficient amounts of foreign
currency in the PRC's foreign exchange markets in the future at acceptable
rates, or at all, for the repayment of debt, payments of interest, purchases of
equipment or payment of dividends, if any, and payments for services and other
contracts.

CERTAIN FOREIGN ISSUER CONSIDERATIONS

         The Company is an International Business Company incorporated under the
provisions of the IBC Act. The transfer of shares between persons regarded as
residents outside of the British Virgin Islands is not subject to any exchange
controls. Likewise, issues and transfers of shares involving any person regarded
as resident in the British Virgin Islands are not subject to exchange control
approval. There are no limitations on the rights of non-British Virgin Islands
owners of the Common Stock to hold or vote their shares. Because the Company has
been formed pursuant to the IBC Act, there are no restrictions on its ability to
transfer funds into and out of the British Virgin Islands or to pay dividends to
U.S. residents who are holders of the Common Stock.

         In accordance with the Company's Memorandum and Articles of
Association, share certificates are only issued as shares registered on the
books of the Company. In the case of a representative acting in a special
capacity (for example, as an executor or trustee), the Company is not bound to
investigate or incur any responsibility in respect of the proper administration
of any such estate or trust. The Company takes no notice of any trust applicable
to any of its shares whether or not it had notice of such trust.

         As a company subject to the IBC Act, the Company may not: (i) transact
business with persons resident in the British Virgin Islands except as set out
in Section 5(2) of the IBC Act; (ii) own an interest in real property situated
in the British Virgin Islands, other than a lease of property for use as am
office from which to communicate with shareholders or where books and records of
the Company are prepared and maintained; (iii) maintain a banking or trust
business, unless it is licensed under the British Virgin Islands Banks and
Trusts Companies Act of 1990; (iv) transact business as an insurance or a
reinsurance company, insurance agency or insurance broker, unless it is licensed
under an enactment authorizing it to transact that business; (v) maintain the
business of company management unless it is licensed under the British Virgin
Islands Company Management Act, 1990; or (vi) maintain the business of providing
a registered office or act as the registered agent for companies incorporated in
the British Virgin Islands.

         There are no restrictions on the degree of foreign ownership of the
Company. The Company is subject neither to taxes on its income or dividends nor
to any foreign exchange controls in the British Virgin Islands. In addition, the
Company is not


<PAGE>   13

subject to capital gains tax in the British Virgin Islands, and profits can be
accumulated by the Company, as deemed by management to be required, without
limitation.

ITEM 7.  TAXATION

         The following discussion summarizes tax consequences material to a
holder of Common Stock of the Company under present British Virgin Islands,
United States, Hong Kong and the People's Republic of China tax laws. The
discussion does not deal with all possible tax consequences relating to the
Company's operations or ownership of the Common Stock and does not purport to
deal with the tax consequences applicable to particular investors, some of which
(including banks, securities dealers, insurance companies and tax-exempt
entities, as well as financial institutions, broker-dealers, tax-exempt
organizations or persons or particular classes of U.S. holders of at least 10%
of the voting power of the value of the Company's stock) may be subject to
special rules. In particular, the discussion does not address the tax
consequences under state, local and other national tax laws. The following
discussion is based upon laws and relevant interpretations thereof in effect as
of the date of this Registration Statement, all of which are subject to change
retroactively and prospectively.

         ANY PROSPECTIVE INVESTOR IN THE COMPANY SHOULD CONSULT WITH HIS OR HER
OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO HIM OR HER TO
PURCHASE, OWN AND DISPOSE OF THE SECURITIES, INCLUDING THE EFFECTS OF APPLICABLE
BRITISH VIRGIN ISLANDS, HONG KONG, PRC AND/OR UNITED STATES FEDERAL, STATE,
LOCAL OR OTHER TAX LAWS, AS WELL AS POSSIBLE CHANGES IN THE TAX LAWS.

BRITISH VIRGIN ISLANDS TAXATION

         Under the IBC Act as currently in effect, a holder of Common Stock of
the Company who is not a resident of the British Virgin Islands is exempt from
British Virgin Islands income tax on dividends paid with respect to the Common
Stock of the Company. A holder of Common Stock of the Company is not liable for
British Virgin Islands income tax on gains realized on the sale or disposal of
such shares. The British Virgin Islands does not impose a withholding tax on
dividends paid by the Company to its shareholders due to its incorporation under
the IBC Act.

         There are no capital gains, gift and inheritance, or income taxes
levied by the British Virgin Islands on companies incorporated under the IBC
Act. In addition, the Common Stock of the Company is not subject to transfer
taxes, stamp duties or similar charges.

         There is no income tax treaty or convention currently in effect between
the United States and the British Virgin Islands. As an exempted company, the
Company is required to pay the British Virgin Islands government an annual
license fee based on the Company's stated authorized capital.

UNITED STATES FEDERAL INCOME TAXATION.

         The following is a summary of material United States federal income tax
consequences arising from the purchase, ownership and disposition of the Common
Stock to holders who are United States citizens, individuals resident in the
United States for purposes of United States federal income tax, or domestic
corporations who purchase Common Stock in any future offering and hold such
Common Stock as capital assets (a "U.S. holder"). A U.S. holder must allocate
the purchase price for the Common Stock on the date of issuance as the U.S.
holder's tax basis in his Common Stock for federal tax purposes.

         Cash dividends paid out of the Company's current and accumulated
earnings and profits to a holder of Common Share who is a U.S. holder will be
taxed as ordinary income for United States federal income tax purposes. Cash
distributions in excess of the current and accumulated earnings and profits of
the Company will first be treated, for United States federal income tax
purposes, as a nontaxable return on capital to the extent of the United States
Investor's basis in the Common Share and then as gain from the sale or exchange
of a capital asset.

         In general, a U.S. holder, other than a shareholder owning 10% or more
of the voting power of the Company, will be entitled to claim a foreign tax
credit only for taxes, if any, imposed on dividends paid to such U.S. holder
(such as withholding taxes) and not for taxes, if any, imposed on the Company or
on any entity in which the Company has made an investment. The amount of the
foreign tax credit that may be


<PAGE>   14

claimed is limited to that proportion of the tax against which the credit is
taken that the holder's taxable income from non-United States sources bears to
the holder's entire taxable income for that taxable year. The foreign tax credit
limitation is applied separately to different categories of income. Generally,
for purposes of applying such foreign tax credit limitations, dividends are
included in the passive income category.

         The amount of the gross distributions actually or constructively
received by a U.S. Common Stock holder will be included as ordinary income to
the extent such distribution is paid from current or accumulated earnings and
profits of the Company, as determined under United States federal income tax
principles. Such distributions will not be eligible for the dividends that
receive deductions allowed to United States corporations. Distributions in
excess of the Company's current and accumulated earnings and profits are treated
as a non-taxable return of basis to the extent thereof, and then as a gain from
the sale of Common Stock.

         A U.S. holder will recognize capital gain or loss upon the sale or
other disposition of the Common Stock in an amount equal to the difference
between the amount realized and the U.S. holder's tax basis in the Common Stock.
Such gain or loss will be long-term capital gain or loss if the Common Stock has
been held for more than one year at the time of the sale or other disposition.
Long-term capital gain of a non-corporate U.S. holder is generally subject to
tax at more favorable rates than ordinary income or short-term capital gain.

         However, if the Company is deemed to be a passive foreign investment
company ("PFIC"), upon the receipt of certain distributions from the Company or
a disposition of the Common Stock, each U.S. holder will be liable for United
States federal income tax computed generally at the highest applicable rate as
if such distribution or gain had been recognized ratably over the period the
U.S. holder held such Common Stock, plus interest on the tax allocable to prior
years including within such holding period. Such tax and interest will be
payable by the U.S. holder for the year in which the distribution or gain is
actually realized, regardless of whether losses, credits or other tax benefits
would have been available to the U.S. holder to offset such income if it had
actually been realized in such prior tax years. Under certain circumstances, if
the Company were a PFIC, distributions and dispositions of shares in a direct or
indirect foreign corporate subsidiary of the Company may be attributed in whole
or in part to a U.S. holder, and such U.S. holder may be taxed under the PFI
rules with respect to such distributions or dispositions.

         The Company will be treated as a PFIC if in the current tax year or any
prior tax year, either (i) seventy-five (75) percent or more of the gross income
of the Company is passive income, or (ii) on average, at least fifty (50)
percent of the assets of the Company (by value or, if the Company elects, by
their adjusted basis for computing earnings and profits) produce or are held for
the production of passive income ("passive assets"). Under special
"look-through" rules, the Company is considered to own its pro rata share of the
gross income and assets of any corporation which the Company owns (or is
considered to own) twenty-five (25) percent or more of the stock (by value).
Passive income for purposes of the PFIC rules generally includes dividends,
interest and other types of investment income.

         The Company anticipates that under the look-through rules most of its
income will not constitute passive income and that most of its investments
therein will not constitute passive assets. Accordingly, the Company does not
anticipate that it will be treated as a PFIC based on the nature of its
business; however, there can be no assurance that they will not be treated as
such.

         Alternatively, a U.S. holder could elect to treat the Common Stock as
an investment in a qualified electing fund ("QEF"). In such a case, the PFIC
rules described above would not apply; instead, the U.S. holder would be
required to include currently in his income his pro-rata share of the Company's
ordinary earnings (as ordinary income) and his pro-rata share of the Company's
net capital gains (as long-term capital gain), whether or not distributions with
respect to such earnings or gains are actually made to the U.S. holder. If the
U.S. holder makes the QEF election for the first year in which the Company is a
PFIC, the investor will be required to include its share of such income only for
tax years in which the Company meets either the income test or the asset test
and not in other tax years. Once made, the QEF election will be effective for
the tax year and all subsequent tax years, and may be revoked only with the
consent of the United States Internal Revenue Service.


<PAGE>   15

         The Company intends to notify U.S. holders in the event that it
concludes it will be treated as a PFIC for any tax year to enable the U.S.
holders the ability to consider whether to make the QEF election, although the
Company has no obligation to do so nor should U.S. holders rely on the Company
doing so. Prospective investors should consult with their own tax advisors
regarding the possible treatment of the Company as a PFIC, its effect, and the
eligibility, manner and advisability of making a QEF election in such case.

         A U.S. holder will be subject to "backup withholding" at the rate of
thirty-one (31) percent with respect to dividends paid on the Common Stock and
any proceeds of the sale, exchange or redemption of the Common Stock which are
paid through a paying agent, broker or other intermediary in the United States
or a United States broker or certain United States-related brokers to such
holder outside the United States unless the U.S. holder (i) qualifies as an
exempt payee (including, without limitation, a corporation), and when required,
demonstrates this fact or (ii) provides a correct taxpayer identification number
(or certifies that he has applied for a taxpayer identification number),
certifies that such holder is not subject to backup withholding and otherwise
complies with the backup withholding rules. Backup withholding is not an
additional tax; rather the stockholder is entitled to a credit against his
United States federal income tax for the amount of any backup withholding. In
addition, a United States investor who fails to furnish his taxpayer
identification number may be subject to a penalty.

         A U.S. holder who owns or acquires five (5) percent or more in value of
the Company's stock may be required to file certain additional reports with
respect to the Company with the United States Internal Revenue Service and may
be subject to a penalty for failing to do so.

HONG KONG TAXATION.

         Under the laws of Hong Kong, as currently in effect, a holder of Common
Stock is not subject to Hong Kong tax on dividends paid with respect to such
shares and no holder of Common Stock is liable for Hong Kong tax on gains
realized on sale or other disposition of such Common Stock except that those
persons who are classified for Hong Kong purposes as dealers in securities in
Hong Kong may be subject to Hong Kong tax in respect of any gain resulting from
the disposition of Common Stock. Hong Kong does not impose a withholding tax on
dividends paid by the Company. In addition, the Company will not be subject to
Hong Kong taxes as a result of its receipt of dividends from any of its
subsidiaries.

PRC TAXATION.

         Currently, there is no material connection with the Company and the PRC
for tax claims to be made by PRC tax authorities. However, the Company is
looking to merge with or acquire a Target Company in the future, which may (but
not necessarily) be an operating entity in the PRC. The Company anticipates that
there would be no material consequences to holders of the Common Stock solely as
a result of the purchase, ownership and disposition of the Common Stock after
any potential merger or acquisition with a Chinese Target Company. There is an
income tax treaty in effect between the United States and the PRC.

ITEM 8.  SELECTED FINANCIAL DATA

SUMMARY FINANCIAL AND OPERATING DATA

         The selected information set forth below should he read in conjunction
with, and is qualified in its entirety by reference to, the consolidated
financial statements of the Company included in this Annual Report as prepared
by Arthur Andersen & Co., independent public accountants. The Company prepares
its financial statements in accordance with United States generally accepted
accounting principles ("U.S. GAAP").


<PAGE>   16

                                  BALANCE SHEET
                            AS OF SEPTEMBER 30, 2000
                  (Amounts expressed in United States dollars)

<TABLE>
<CAPTION>
ASSET
<S>                                                                  <C>
Cash                                                                 $  1,000
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities:

Accrued liabilities                                                  $  2,500

Amount due to a related company                                        25,639

Total liabilities                                                      28,139

Stockholders' deficit:
Common Stock - Class A, $0.0001 par value; 400,000,000
    shares authorized; 10,000,000 shares issued and
    outstanding                                                         1,000
Common Stock - Class B, $0.0001 par value; 100,000,000
    shares authorized; Nil issued  and outstanding                         --
Additional paid-in capital                                                100
                                                                     --------
Accumulated deficit                                                   (28,239)
                                                                     --------
Total stockholders' deficit                                           (27,139)
                                                                     ========
Total liabilities and stockholders' deficit                          $  1,000
                                                                     ========
</TABLE>


                               NET-MATRIX LIMITED
                               ------------------
                          (A DEVELOPMENT STAGE COMPANY)


                             STATEMENT OF OPERATIONS

         FOR THE PERIOD FROM SEPTEMBER 15, 1999 (DATE OF INCORPORATION)

                              TO SEPTEMBER 30, 2000

(Amounts expressed in United States dollars except for per share data)

<TABLE>
<CAPTION>
<S>                                                                  <C>
Selling, general and administrative expenses                         $(28,239)

Provision for income taxes                                                 --

Net loss                                                             $(28,239)
</TABLE>


<PAGE>   17

ITEM 9.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

         With the exception of any historical matters herein, this Annual Report
may contain "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended (except as may be limited by Section
27A(b)(2)(D) of the Securities Act and Section 21E(b)(2)(D) of the Exchange
Act). The Company's actual results could differ materially from the results, if
any, discussed in such forward-looking statements. Any such forward-looking
statements should be read only in conjunction with this entire Annual Report and
the exhibits hereto.

         9A.      GENERAL BUSINESS PLAN

         The Company's purpose is to seek, investigate and, if such
investigation warrants, attempt to enter into some form of business combination
with a Target Company seeking the perceived advantages of having a class of
securities registered under the Exchange Act. The Company will not restrict its
search to any specific business, industry or geographical location and the
Company may participate in a business venture of virtually any kind or nature.
It is impossible to predict at this time the status of any business in which the
Company may become engaged, in that such business may need to seek additional
capital, may desire to have its shares publicly traded, or may seek other
perceived advantages which the Company may offer. The Company is also not
restricted from implementing a structure for a particular business acquisition
with a Target Company in which the Company also becomes a party to a merger,
consolidation, reorganization, joint venture, or licensing agreement with a
third party corporation or entity. The Company has not identified any Target
Companies and has not entered into any negotiations regarding such business
combination to date. None of the Company's officers or directors have engaged in
any negotiations with any representative of any company regarding the
possibility of any business combination between the Company and such other
company to date.

         The officers and directors anticipate possibly seeking out a Target
Company through solicitation. Such solicitation may include newspaper or
magazine advertisements, mailings and other distributions to law firms,
accounting firms, investment bankers, financial advisors and similar persons,
the use of one or more World Wide Web sites and similar methods. No estimate can
be made as to the number of persons who may be contacted or solicited. The
officers and directors may engage in such solicitation directly or may employ
one or more other entities to conduct or assist in such solicitation. The
officers and directors will pay referral fees to consultants and others who
refer Target Companies for mergers into reporting companies in which the
officers and directors have an interest. Payments are made if a business
combination occurs, and may consist of cash or a portion of the stock in the
Company retained by the officers and directors.

         The Company anticipates that the selection of a business opportunity in
which to participate will be complex and a high-risk endeavor. The officers and
directors believe (but have not conducted or obtained any research to confirm)
that there are business entities seeking the perceived benefits of a publicly
registered corporation. Such perceived benefits may include the items listed in
Part 1, Item 1B of this Annual Report. Business opportunities may be available
in many different industries and at various stages of development, all of which
will make the task of comparative investigation and analysis of such business
opportunities difficult and complex.

       The Memorandum and Articles of Association of the Company provides that
the Company may indemnify officers and/or directors of the Company for all
losses and liabilities which he or she may sustain or incur in or about the
execution of the duties of his or her office or otherwise in relation thereto,
and no director or officer shall be liable for any loss, damage or misfortune
which may happen to, or be incurred by the Company in the execution of the
duties of his or her office, or in relation thereto.

         The Company has, and will continue to have, no capital with which to
provide the owners of business entities with any cash or other assets. The
Company believes it will be able to offer owners of Target Companies the
opportunity to enter into a business combination with a reporting company
without incurring the cost and time that would be required should a Target
Company decide to become a reporting company on its own. In analyzing
prospective business opportunities, the officers and directors will consider
such matters as: (i) available technical, financial and managerial resources;
(ii) working capital and other financial requirements; (iii) history of
operations, if any; (iv) prospects for the future; (v) nature of present and
expected competition; (vi) quality and experience of management services which
may be available and the depth


<PAGE>   18

of that management; (vii) potential for further research, development or
exploration; (viii) specific risk factors not now foreseeable but which then may
be anticipated to impact the proposed activities of the Company; (ix) potential
for growth or expansion; (x) the potential for profit; (xi) perceived public
recognition or acceptance of products, services or trades; (xii) name
identification; and (xiii) other relevant factors. This discussion of the
proposed criteria is not meant to be a restrictive or an inclusive list of the
Company's virtually unlimited discretion to search for and enter into potential
business opportunities. The officers and directors have not conducted or
obtained market research and are not aware of any empirical data to support the
perceived benefits of a merger or acquisition transaction for the owners of any
Target Company. See ITEM 1D(9), "RISK FACTORS - LACK OF MARKET RESEARCH OR
MARKETING ORGANIZATION AND EXPERTISE".

       The Exchange Act requires that any merger or acquisition candidate comply
with certain reporting requirements, which include providing audited financial
statements in any reporting filings made under the Exchange Act. The officers
and directors of the Company will in all likelihood be inexperienced in matters
relating to the business of a Target Company. The officers and directors will
rely upon their own efforts in accomplishing the pre-business combination
purposes of the Company. Outside consultants or advisors may be utilized by the
Company to assist in the search for qualified Target Companies. If the Company
does retain such an outside consultant or advisor, any cash fee earned by such
person will need to be assumed by the Target Company, as the Company has limited
cash assets with which to pay such obligation.

         Following a business combination the Company may benefit from the
services of others in regard to accounting, legal services, underwritings and
corporate public relations. If requested by a Target Company, the officers and
directors of the Company may recommend one or more underwriters, financial
advisors, accountants, law firms, public relations firms or other consultants to
provide such services.

         9B.      ACQUISITION OF OPPORTUNITIES

         It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under the
Securities Act, any other applicable federal securities laws and state
securities laws. In some circumstances, however, as a negotiated element of its
transaction, the Company may agree to register all or a part of such securities
under the applicable federal or state securities laws immediately after the
transaction is consummated or at specified times thereafter. If such
registration occurs, of which there can be no assurance, it will be undertaken
by the surviving entity after the Company has entered into an agreement for a
business combination or has consummated a business combination and the Company
is no longer considered a Blank Check Company. Until such time as this occurs,
the Company will not register any securities. The issuance of additional
securities and their potential sale into any trading market which may develop in
the Company's securities may depress the market value of the Company's
securities in the future if such a market develops, of which there is no
assurance.

         While the terms of a business transaction to which the Company may be a
party cannot be predicted, it is expected that the parties to the business
transaction will desire to avoid the creation of a taxable event and thereby
structure the acquisition as a "tax-free" reorganization under Sections 351 or
368 of the Internal Revenue Code of 1986, as amended (the "Code").

         With respect to any negotiations with a Target Company, the officers
and directors expect to analyze, among other factors, the percentage of the
Company Target Company shareholders would acquire in exchange for their
shareholdings in the Target Company. Depending upon, among other things, the
Target Company's assets and liabilities, the Company's shareholders would in all
likelihood hold a substantially lesser percentage ownership interest in the
Company following any such transaction. The percentage of ownership may be
subject to significant reduction in the event that the Company acquires a Target
Company with substantial assets.

         The Company will participate in a business opportunity only after the
negotiation and execution of appropriate agreements. Although the terms of such
agreements cannot be predicted, generally such agreements will require certain
representations and warranties of the parties thereto, will specify certain
events of default, will detail the terms of closing and the conditions which
must be satisfied by the parties prior to and after such closing, will outline
the manner of bearing costs, including costs


<PAGE>   19

associated with the Company's attorneys and accountants, and will include
miscellaneous other terms.

         Due to the effectiveness of the Company's filed Registration Statement
dated August 31, 2000, the Company is subject to the rules and regulations of
the Exchange Act and other laws, rules and regulations as applicable to foreign
companies and as may be necessary for listing its securities in the future on
Nasdaq Small Cap or OTC Bulletin Board.

         The officers and directors have agreed that they will advance to the
Company any additional funds which the Company needs for operating capital and
for costs in connection with searching for or completing a business combination
with a target company. The officers and directors are under no obligation to
advance funds to the Company, and they may discontinue such funding at any time.
Such advances will be made without expectation of repayment unless the owners of
the business which the Company acquires or merges with agree to repay all or a
portion of such advances. There is no minimum or maximum amount the officers and
directors will advance to the Company. The Company will not borrow any funds to
make any payments to the Company's promoters, officers, directors or their
affiliates or associates.

9C.      COMPETITION

         The Company will remain an insignificant participant among the firms
that engage in the acquisition of business opportunities. There are many
established venture capital and financial concerns which have significantly
greater financial and personnel resources and technical expertise than the
Company. In view of the Company's combined extremely limited financial resources
and limited management availability, the Company will continue to be at a
significant competitive disadvantage compared to the Company's competitors. See
ITEM 1D(3), "RISK FACTORS--SCARCITY OF AND COMPETITION FOR BUSINESS
OPPORTUNITIES AND COMBINATIONS".

ITEM 10. DIRECTORS AND OFFICERS OF REGISTRANT.

         10A.     BACKGROUNDS OF DIRECTORS

                  The Company has the following officers and directors:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
        Name                                       Age                 Positions and Offices Held

---------------------------------------------------------------------------------------------------------
<S>                                                <C>    <C>
Kevin Sheung Wai Chan                              38     Director
---------------------------------------------------------------------------------------------------------
Silas Sheung Kwan Chan                             36     Director and Secretary
---------------------------------------------------------------------------------------------------------
</TABLE>

         There are no agreements or understandings for the officers or directors
to resign at the request of another person and the above-named officer and
director is not acting on behalf of nor will act at the direction of any other
person.

         Set forth below are summary descriptions containing the name of the
directors and officers of the Company, all positions and offices with the
Company held, the period during which such officer or director has served as
such, and the business and educational experience of each during at least the
last five (5) years:

         KEVIN SHEUNG WAI CHAN. Mr. Chan is a director of the Company. From 1985
to 1989, he was with the audit division of Arthur Andersen in Hong Kong. From
1989 to 1994, he was an investment banker with Deutsche Morgan Grenfell in Hong
Kong. From 1994 to the present, Mr. Chan has been a Principal of Champ Pacific
Capital Limited, a financial consulting and advisory firm located in Hong Kong.
Mr. Chan has been a Certified Public Accountant in Hong Kong since 1989, as well
as a fellow member of the Hong Kong Society of Accountants and the Association
of Chartered Certified Accountants. Mr. Chan received his B.So.Sc. in Management
Studies from the University of Hong Kong in 1985.

         SILAS SHEUNG KWAN CHAN. Mr. Chan is a director and secretary of the
Company. From 1985 to 1990, Mr. Chan was an Accountant with KPMG Peat Marwick
and Ernst & Young, both located in Hong Kong. From 1990 to 1992, Mr. Chan was
with the Hong Kong Stock Exchange as a Listing Executive. From 1993 to 1997, Mr.
Chan was with Fuji International Finance Limited, an international investment
bank, as Assistant Director. From 1997 to the present, Mr. Chan has been an
executive officer with Champ Pacific Capital Limited, a financial consulting and
advisory firm located in Hong Kong. Mr. Chan is a fellow member of the Hong Kong
Society of Accountants and the Association of


<PAGE>   20

Chartered Certified Accountants since 1989, and has been a Chartered Financial
Analyst since 1997. Mr. Chan received a B.Sc. in Accounting from the University
of Hong Kong in 1985 and an M.B.A. from the University of Birmingham in 1993.

         10B.     PREVIOUS BLANK CHECK COMPANIES

         Since formation of the Company, Messrs. Chan and Chan have two
additional British Virgin Islands companies - Digital Star Inc. and Portal Net
Limited -- with the intent of them becoming additional Blank Check Companies.
See ITEM 10D, "RECENT TRANSACTIONS BY BLANK CHECK COMPANIES". Prior to
initiating formation of these companies, Messrs. Chan and Chan and the Company
have owned together one other British Virgin Islands Blank Check Company, First
Nets Global Inc., but Messrs. Chan and Chan have not yet registered such company
under the Exchange Act.

         10C.     CURRENT BLANK CHECK COMPANIES

         In addition to First Nets Global Inc., with which they have organized
and established in the British Virgin Islands but have not registered any shares
of such company under the Exchange Act, Messrs. Chan and Chan have being
involved with additional Blank Check Companies with common stock registered
under the Securities Act or the Exchange Act. At present, Messrs. Chan and Chan
have registered under the Exchange Act and filed an Annual Report for two
additional blank check companies Portal Net Limited and Digital Star Inc.,
simultaneously with the Annual Report for the Company on January 11, 2001.


         10D.     RECENT TRANSACTIONS BY BLANK CHECK COMPANIES

         Although Messrs. Chan and Chan have formed the three additional
companies listed in Item 10B and 10C above with the intent of such companies
becoming additional Blank Check Companies, no Annual Reports have been filed
previous to this Annual Report for these three companies.

         10E.     CONFLICTS OF INTEREST

         The Company's officers and directors have registered Digital Star Inc.
and Portal Net Limited and expect to register First Nets Global Inc. and other
companies of a similar nature and with a similar purpose as the Company.
Consequently, there are potential inherent conflicts of interest in acting as an
officer and director of the Company. Insofar as the officers and directors are
engaged in other business activities, the officers and directors anticipate that
they will devote only a minor amount of time to the Company's affairs.

         A conflict may arise in the event that another Blank Check Company with
which the officers and directors are affiliated is registered and actively seeks
a Target Company. The officers and directors anticipate (but are not required to
so effect) that Target Companies will be located for the Company and other Blank
Check Companies either (i) in chronological order of the date of formation of
such Blank Check Companies; or (ii) by lot. However, other additional Blank
Check Companies that may be formed may differ from the Company in certain items
such as place of incorporation, number of shares and shareholders, working
capital, types of authorized securities, or other items. It may be that a Target
Company may be more suitable for or may prefer a certain Blank Check Company
formed after the Company. In such case, a business combination might be
negotiated on behalf of the more suitable or preferred Blank Check Company
regardless of date of formation or choice by lot. See ITEM 1D(7), "RISK
FACTORS-OTHER BLANK CHECK COMPANIES".

         Mr. Silas Sheung Kwan Chan is an executive officer of Champ Pacific
Capital Limited, and a Director and Secretary of Digital Star Inc., Portal Net
Limited and First Nets Global Inc. and expects to organize other companies of a
similar nature and with a similar purpose as the Company. As such, demands may
be placed on the time of Mr. Silas Sheung Kwan Chan that will detract from the
amount of time he is able to devote to the Company. Mr. Silas Sheung Kwan Chan
intends to devote as much time to the activities of the Company as required.
However, should a conflict arise regarding the time demands of Mr. Silas Sheung
Kwan Chan, there is no assurance that Mr. Silas Sheung Kwan Chan would not
attend to other matters prior to those of the Company. Mr. Silas Sheung Kwan
Chan projects that initially up to ten hours per month of his time may be spent
locating a Target Company which amount of time would increase when the analysis
of, and negotiations and consummation with, a Target Company are conducted.


<PAGE>   21

         Mr. Kevin Sheung Wai Chan is a Director of Champ Pacific Capital
Limited, Digital Star Inc., Portal Net Limited and First Nets Global Inc. and
expects to organize other companies of a similar nature and with a similar
purpose as the Company. As such, demands may be placed on the time of Mr. Kevin
Sheung Wai Chan that may detract from the amount of time he is able to devote to
the Company. Mr. Kevin Sheung Wai Chan intends to devote as much time to the
activities of the Company as required. However, should a conflict arise
regarding the time demands of Mr. Kevin Sheung Wai Chan, there is no assurance
that Mr. Kevin Sheung Wai Chan would not attend to other matters prior to those
of the Company. Mr. Kevin Sheung Wai Chan projects that initially up to ten
hours per month of his time may be spent locating a Target Company which amount
of time would increase when the analysis of, and negotiations and consummation
with, a Target Company are conducted.

         At the time of a business combination, the officers and directors
expect that some or all of the shares of common stock owned by the shareholders
and directors will be purchased by the Target Company. The amount of common
stock sold or continued to be owned by the directors cannot be determined at
this time.

         The Company may agree to pay finder's fees, as appropriate and allowed,
to unaffiliated persons who may bring a Target Company to the Company where that
reference results in a business combination. The amount of any finder's fee will
be subject to negotiation, and cannot be estimated at this time. No finder's fee
of any kind will be paid to the officers and directors or promoters of the
Company or to their associates or affiliates. No loans of any type have, or will
be, made to the officers, directors or promoters of the Company or to any of
their associates or affiliates.

         The Company's officers and directors have not had any negotiations with
and there are no present arrangements or understandings with any representatives
of the owners of any business or company regarding the possibility of a business
combination with the Company.

         Any changes in these provisions require the approval of the Board of
Directors. The officers, directors and current shareholders do not intend to
propose any such action and do not anticipate that any such action will occur.

         10F.     INVESTMENT COMPANY ACT OF 1940

         See ITEM 1D (11), "RISK FACTORS--REGULATION UNDER THE INVESTMENT
COMPANY ACT". Any violation of the Investment Company Act would subject the
Company to material adverse consequences.

ITEM 11. COMPENSATION OF DIRECTORS AND OFFICERS.

         The Company's officers and directors do not receive any compensation
for services rendered to the Company, have not received such compensation in the
past, and are not accruing any compensation pursuant to any agreement with the
Company.

         The officers and directors of the Company will not receive any finder's
fee, either directly or indirectly, as a result of their efforts to implement
the Company's business plan outlined herein. However, the officers and directors
of the Company anticipate receiving benefits as beneficial shareholders of the
Company. See ITEM 4, "CONTROL OF REGISTRANT," and ITEM 13, "INTEREST OF
MANAGEMENT IN CERTAIN TRANSACTIONS".

         No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the Company for the
benefit of its directors, officers or other employees.

ITEM 12. OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR SUBSIDIARIES.

         Mr. Kevin Sheung Wai Chan is the beneficial holder of the right to
exercise stock options for 7,500,000 Class B shares at an exercise price of US
$0.0001 per share expiring September 14, 2009. It is anticipated that all such
shares would, if Mr. Kevin Sheung Wai Chan were to exercise such right, be held
in trust by a nominal shareholder, Beauty Wise Secretaries Limited, formerly
Beauty Wise Development Limited, a company organized and existing under the laws
of Hong Kong. Mr. Kevin Sheung Wai Chan is the Secretary, one of two Directors
and a 50% shareholder in Beauty Wise Secretaries Limited. Beauty Wise
Secretaries Limited would hold the above-mentioned shares of Mr. Kevin Sheung
Wai Chan for Mr. Kevin Sheung Wai Chan's sole benefit


<PAGE>   22

pursuant to a Nominee Shareholder Agreement dated September 15, 1999 between Mr.
Kevin Sheung Wai Chan and Beauty Wise Secretaries Limited.

         Mr. Silas Sheung Kwan Chan is the beneficial holder of the right to
exercise stock options for 2,500,000 Class B shares at an exercise price of US
$0.0001 per share expiring September 14, 2009. It is anticipated that all such
shares would, if Mr. Silas Sheung Kwan Chan were to exercise such right, be held
in trust by a nominal shareholder, Fortune Access Nominees Limited, formerly
Fortune Access Development Limited, a company organized and existing under the
laws of Hong Kong. Mr. Kevin Sheung Wai Chan is the Secretary, one of two
Directors and a 50% shareholder in Fortune Access Nominees Limited. Fortune
Access Nominees Limited would hold the above-mentioned shares of Mr. Silas
Sheung Kwan Chan for Silas Sheung Kwan Chan's sole benefit pursuant to a Nominee
Shareholder Agreement dated September 15, 1999 between Mr. Silas Sheung Kwan
Chan and Fortune Access Nominees Limited.

ITEM 13. INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS.

         The Company has issued a total of 10,000,000 shares of common stock to
the following persons for a total of US $1,100.00 in cash:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
        Name                                Relationship to                  Number of Total             Consideration
                                                Issurer                           Shares
-----------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                                      <C>                            <C>
Kevin Sheung Wai Chan                  Director                                 7,500,000                      825
-----------------------------------------------------------------------------------------------------------------------------
Silas Sheung Kwan Chan                 Director and Secretary                   2,500,000                      275
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

         The Company has also provided Kevin Sheung Wai Chan and Silas Sheung
Kwan Chan, through nominee shareholders Beauty Wise Secretaries Limited and
Fortune Access Nominees Limited, respectively, with the right to exercise stock
options for Class B shares as follows:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
        Name                                Relationship to                  Number of Total                  Consideration
                                               Issurer                            Shares
-----------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                                   <C>                              <C>
Kevin Sheung Wai Chan                  Director                                 7,500,000                         750
-----------------------------------------------------------------------------------------------------------------------------
Silas Sheung Kwan Chan                 Director and Secretary                   2,500,000                         250
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                     PART II


ITEM 14.  DESCRIPTION OF SECURITIES TO BE REGISTERED.

         14A.     GENERAL

         The authorized capital stock of the Company consists of 400,000,000
shares of Class A stock, par value $0.0001 per share, and 100,000,000 shares of
Class B stock, par value $0.0001 per share. To date, no Class B common stock or
preferred stock has been issued by the Company; however, Messrs. Chan and Chan
have been given the right to exercise, from September 15, 1999 until September
14, 2009, the Class B stock in the amounts set forth in Item 12 above from stock
options. To date, Messrs. Chan and Chan have not exercised their rights to
purchase stock options. The following statements relating to the capital stock
are summaries and, as summaries, may not contain all information of importance
to investors and potential investors. Reference is made to the more detailed
provisions of, and such statements are qualified in their entirety by reference
to, the Certificate of Incorporation and the Memorandum and Articles of
Association, copies of which were previously filed as exhibits to this Annual
Report.

         14B.     COMMON STOCK

         Holders of shares of Class A common stock are entitled to one vote for
each share on all matters to be voted on by the stockholders. Holders of Class A
common stock do not have cumulative voting rights. Holders of Class A common
stock are entitled to share ratably in dividends, if any, as may be declared
from time to time by the Board of Directors in its discretion from funds legally
available therefor. In the event of a liquidation, dissolution or winding up of
the Company, the holders of Class A common stock are entitled to share pro rata
all assets remaining after payment in full of all liabilities.


<PAGE>   23

         Holders of Class A and Class B common stock have no preemptive rights
to purchase the Company's common stock. Without prejudice to any special rights
previously conferred on the holders of any existing shares or class of shares,
any Class A or Class B share in the Company may be issued with such preferred,
deferred or other special rights, or such restrictions, whether in regard to
dividend, voting, return of capital or otherwise, as the Directors may from time
to time determine. Under British Virgin Islands law, nonresidents of the British
Virgin Islands may freely hold, vote and transfer shares of Class A or Class B
common stock in the same manner as British Virgin Islands residents.

         Subject to the provisions of the IBC Act, Class A and Class B common
stock may be issued on the terms that they are redeemable, or, at the option of
the Company, liable to be redeemed on such terms and in such manner as the
directors before or at the time of the issue of Class A and Class B common
shares may determine. The Board of Directors may redeem any such Class A and/or
Class B common share at a premium. The Company's organizational documents
contain no provisions regarding sinking funds or liability to further calls or
assessment by the Company.

         Pursuant to the Articles of Association of the Company, holders of
Class B common shares are entitled to five votes for each share on all matters
to be voted on by the stockholders. Each Class B common share can be converted
into one Class A common share at the option of the holders of such shares.
Conversion shall be effected by written notice of such election by the holder to
the Secretary of the Company. Other than voting rights and conversion rights
mentioned above, the organizational documents of the Company do not provide
Class B Common shareholders with any different rights than or any preference
over Class A common shareholders in terms of dividend rights, liquidation rights
(in the case of liquidation, dissolution or winding-up of the Company),
pre-emptive rights, redemption provision, sinking fund provisions, and liability
to further calls or to assessment by the Company.

         14C.     PREFERRED STOCK

The Company has not issued any preferred stock to date nor is any preferred
stock of the Company being registered pursuant to this Annual Report.

         14D.     DIVIDENDS

         Dividends, if any, will be contingent upon the Company's revenues and
earnings, if any, and capital requirements and financial conditions. The payment
of dividends, if any, will be within the discretion of the Company's Board of
Directors. The Company presently intends to retain all earnings, if any, for use
in its business operations and accordingly, the Board of Directors does not
currently anticipate declaring any dividends prior to a business combination.
See ITEM 1(D)(19) "LACK OF DIVIDENDS" and ITEM 6 "EXCHANGE CONTROLS AND OTHER
LIMITATIONS AFFECTING SECURITY HOLDERS".


                                    PART III


ITEM 15.          DEFAULTS UPON SENIOR SECURITIES

                  None.

ITEM 16.          CHANGES IN SECURITIES, CHANGES IN SECURITY FOR REGISTERED
                  SECURITIES AND USE OF PROCEEDS

                  None.


                                     PART IV

ITEM 17.          FINANCIAL STATEMENTS (Intentionally Omitted)

ITEM 18.          FINANCIAL STATEMENTS

         Please see the consolidated financial statements of the Company
included in this Annual Report as prepared by Arthur Andersen & Co., independent
public accountants.


<PAGE>   24

                                    SIGNATURE


              Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant certifies that it meets all of the requirements for filing
on Form 20-F and has duly caused this Annual Report to be signed on its behalf
by the undersigned, thereunto duly authorized.


                                     NET-MATRIX LIMITED


                                     By:     /S/ Kevin Sheung Wai Chan
                                             -------------------------------
                                     Name:   Mr. Kevin Sheung Wai Chan
                                     Title:  Director



                                     By:     /s/ Silas Sheung Kwan Chan
                                             -------------------------------
                                     Name:   Mr. Silas Sheung Kwan Chan
                                     Title:  Director and Secretary



Date:  January 11, 2001


<PAGE>   25


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Board of Directors of
Net-Matrix Limited


We have audited the accompanying balance sheet of Net-Matrix Limited as of
September 30, 2000 and 1999 and the related statement of operations, cash flows,
and changes in shareholders' equity for the year ended September 30, 2000 and
for the period from September 15, 1999 (date of incorporation) to September 30,
1999. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

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

In our opinion, the financial statements referred to above presents fairly, in
all material respects, the financial position of Net-Matrix Limited as of
September 30, 2000 and 1999, and the results of its operations and its cash
flows for the year ended September 30, 2000 and for the period from September
15, 1999 (date of incorporation) to September 30, 1999, in conformity with
generally accepted accounting principles in the United States of America.





ARTHUR ANDERSEN & CO
Certified Public Accountants
Hong Kong



Hong Kong,
January 2, 2001.


<PAGE>   26


                               NET-MATRIX LIMITED
                          (A DEVELOPMENT STAGE COMPANY)


                                  BALANCE SHEET

                        AS OF SEPTEMBER 30, 2000 AND 1999

                  (Amounts expressed in United States dollars)


<TABLE>
<CAPTION>
                                                                         2000               1999
                                                                       --------           --------
<S>                                                                    <C>                <C>
ASSET

Cash                                                                   $  1,000           $  1,000
                                                                       ========           ========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Liabilities:

Accrued liabilities                                                    $  2,500           $  5,000

Amount due to a related company                                          25,639                 --
                                                                       --------           --------

Total liabilities                                                        28,139              5,000
                                                                       --------           --------

Stockholders' deficit:

Common Stock - Class A, $0.0001 par value; 400,000,000 shares
    authorized; 10,000,000 shares issued and outstanding                  1,000              1,000
Common Stock - Class B, $0.0001 par value; 100,000,000 shares
    authorized; Nil issued and outstanding                                   --                 --
Additional paid-in capital                                                  100                100
Accumulated deficit                                                     (28,239)            (5,100)
                                                                       --------           --------

Total stockholders' deficit                                             (27,139)            (4,000)
                                                                       --------           --------

Total liabilities and stockholders' deficit                            $  1,000           $  1,000
                                                                       ========           ========
</TABLE>


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


<PAGE>   27

                               NET-MATRIX LIMITED
                          (A DEVELOPMENT STAGE COMPANY)


                             STATEMENT OF OPERATIONS

                    FOR THE YEAR ENDED SEPTEMBER 30, 2000 AND

         FOR THE PERIOD FROM SEPTEMBER 15, 1999 (DATE OF INCORPORATION)

                              TO SEPTEMBER 30, 1999

     (Amounts expressed in United States dollars except for per share data)



<TABLE>
<CAPTION>
                                       Period from September                              Period from September
                                         15, 1999 (date of                                  15, 1999 (date of
                                         incorporation) to         Year ended               incorporation) to
                                         September 30, 1999    September 30, 2000          September 30, 2000
                                                               ------------------         ---------------------

<S>                                    <C>                     <C>                        <C>
Selling, general and                         $(5,100)               $(23,139)                   $(28,239)
    administrative expenses

Provision for income taxes                        --                      --                          --
                                             -------                --------                    --------

Net loss                                     $(5,100)               $(23,139)                   $(28,239)
                                             =======                ========                    ========
</TABLE>


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


<PAGE>   28

                               NET-MATRIX LIMITED
                          (A DEVELOPMENT STAGE COMPANY)


                             STATEMENT OF CASH FLOWS

                    FOR THE YEAR ENDED SEPTEMBER 30, 2000 AND

         FOR THE PERIOD FROM SEPTEMBER 15, 1999 (DATE OF INCORPORATION)

                              TO SEPTEMBER 30, 1999

                  (Amounts expressed in United States dollars)


<TABLE>
<CAPTION>
                                                        Period from September                              Period from September
                                                          15, 1999 (date of                                  15, 1999 (date of
                                                          incorporation) to            Year Ended            incorporation) to
                                                          September 30, 1999       September 30, 2000        September 30, 2000
                                                       -------------------------   --------------------   -------------------------
<S>                                                    <C>                         <C>                    <C>
Cash flows from operating activities:

Net loss                                                        $(5,100)                 $(23,139)               $(28,239)

(Decrease) Increase in accrued liabilities                        5,000                    (2,500)                  2,500

Increase in amount due to a related company                          --                    25,639                  25,639
                                                                -------                  --------                --------

Net cash flows from operating activities                           (100)                       --                    (100)

Cash flows from financing activities:

Net proceeds from issuance of common stock - Class A
                                                                  1,100                        --                   1,100
                                                                -------                  --------                --------

Net increase in cash                                              1,000                        --                   1,000

Cash, beginning of year/period                                       --                     1,000                      --
                                                                -------                  --------                --------

Cash, end of year/period                                        $ 1,000                  $  1,000                $  1,000
                                                                =======                  ========                ========
</TABLE>


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


<PAGE>   29

                               NET-MATRIX LIMITED
                          (A DEVELOPMENT STAGE COMPANY)


                  STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

                    FOR THE YEAR ENDED SEPTEMBER 30, 2000 AND

         FOR THE PERIOD FROM SEPTEMBER 15, 1999 (DATE OF INCORPORATION)

                              TO SEPTEMBER 30, 1999

                  (Amounts expressed in United States dollars)


<TABLE>
<CAPTION>
                                 Common stock -                       Common stock -
                                    Class A                               Class B
                        --------------------------------    ------------------------------------   Additional
                           Number of                           Number of                             paid-in       Accumulated
                            Shares              Amount          shares                Amount         capital         deficit
                        ---------------        ---------    --------------        --------------     -------       ------------
<S>                     <C>                    <C>          <C>                   <C>                <C>           <C>
Balance as of
   September 15, 1999             --            $   --             --                  $ --           $ --          $     --

Issuance of
   common stock           10,000,000             1,000             --                    --            100                --

Net loss for
   the period                     --                --             --                    --             --            (5,100)
                          ----------            ------           ----                  ----           ----          --------

Balance as of
   October 1, 1999        10,000,000             1,000             --                    --            100            (5,100)

Net loss for
   the year                       --                --             --                    --             --           (23,139)

Balance as of
   September 30, 2000     10,000,000            $1,000             --                  $ --           $100          $(28,239)
                          ==========            ======          =====                  ====           ====          ========
</TABLE>


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


<PAGE>   30


                               NET-MATRIX LIMITED
                          (A DEVELOPMENT STAGE COMPANY)


                        NOTES TO THE FINANCIAL STATEMENTS

                  (Amounts expressed in United States dollars)


1.       Organization and Business Operations

Net-Matrix Limited (a development stage company) (the "Company") was
incorporated in the British Virgin Islands on September 15, 1999 to serve as a
vehicle to effect a merger, exchange of capital stock, asset acquisition, or
other business combination with a domestic or foreign private business. As of
September 30, 2000 the Company had not yet commenced any formal business
operations, and all activity to date relates to the Company's formation and
proposed fund raising.

The Company's ability to commence operations is contingent upon its ability to
identify a prospective target business and raise the capital it will require
through the issuance of equity securities, debt securities, bank borrowings, or
a combination thereof.

The accompanying financial statements were prepared on a going-concern basis as
the shareholders have undertaken to provide continuing financial support for the
future operations of the Company.


2.       Summary of significant accounting policies

a.       Income taxes

         The Company accounts for income tax under the provisions of Statement
         of Financial Accounting Standards No. 109, which requires recognition
         of deferred tax assets and liabilities for the expected future tax
         consequences of events that have been included in the financial
         statements or tax returns. Deferred income taxes are provided using the
         liability method. Under the liability method, deferred income taxes are
         recognized for all significant temporary differences between the tax
         and financial statement bases of assets and liabilities.

b.       Use of estimates

         The preparation of the financial statements in conformity with
         generally accepted accounting principles in the United States of
         America requires management to make estimates and assumptions that
         affect the reported amounts of assets and liabilities and disclosure of
         contingent assets and liabilities at the date of the financial
         statements and the reported amounts of revenues and expenses during the
         reporting period. Accordingly, actual results could differ from those
         estimates.

c.       Fair value of financial instruments

         All financial instruments of the Company are carried at cost, which
         approximate their fair values.

3.       COMMON STOCK AND STOCK OPTIONS

a.       Common stock

         The Company is authorized to issue 400,000,000 shares of common stock -
         Class A with a par value of $0.0001 each and 100,000,000 shares of
         common stock - Class B with a par value of $0.0001 each. On September
         15, 1999, 10,000,000 shares of common stock - Class A were issued. No
         Class B common stock were issued.


<PAGE>   31

         The shareholders of common stock - Class A have one vote per share
         while the shareholders of common stock - Class B have five votes per
         share on any matter submitted to the shareholders. The shareholders of
         common stock - Class A shall rank equally with the shareholders of
         common stock - Class B in all other aspects.

b.       Stock options

         On September 15, 1999, the Company granted stock options to existing
         shareholders to subscribe for 10,000,000 Class B shares of common
         stock. The share options are exercisable at par value of $0.0001 each
         during the period from September 15, 1999 to September 14, 2009. No
         stock option was exercised subsequent to their issuance.

c.       Proceeds

         On September 15, 1999, the Company received proceeds of $1,100 in
         exchange for the 10,000,000 shares of Class A common stock and the
         options to subscribe for 10,000,000 shares of Class B common stock at
         $0.0001 per share.


<PAGE>   32

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

EXHIBIT NUMBER             DESCRIPTION OF DOCUMENT

<S>                        <C>
    1.1*                   Memorandum of Association

    1.2*                   Articles of Association

    2.1*                   Relevant Board Resolutions

    2.2*                   Nominee Shareholder Agreements

    3.1*                   Letter of Agreement to Use Offices of Champ Pacific
                           Capital Limited

    10.1*                  Consent of Champ Pacific Capital Limited

    10.2                   Consent of Accountants
</TABLE>

*Previously Filed