SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A
                                 Amendment No. 1

(Mark One)

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

                   For the Fiscal Year Ended December 31, 2000

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

              For the transition period from ________ to ________.

                           Commission File No. 1-12293

                               eSOFTBANK.COM, INC.
                  ---------------------------------------------
                 (Name of small business issuer in its charter)

            Nevada                                      87-0394313
--------------------------------          --------------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
 incorporation or organization)

         Flat A, United Plaza, 5022 Binhe Main Street, Futian District,
                              Shenzhen, PRC 518026
          ------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, Include Area Code: 011-86-755-255-1130

Securities Registered Pursuant to Section 12(b) of the Act:

          Title of Each Class        Name of Each Exchange on Which Registered
          -------------------        -----------------------------------------
                None                                 None

Securities Registered Pursuant to Section 12(g) of the Act:

                          Common Stock, $.001 par value
                          ------------------------------
                                (Title of Class)

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past twelve (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 ninety (90)
days. Yes X No

         Check if  disclosure  of  delinquent  filers in response to Item 405 of
Regulation S-B is not contained in this form, and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [ ]

         The issuer's revenues for its most recent fiscal year were $1,140,223

         As of May 4, 2001,  12,920,000  shares of our common  stock,  $.001 par
value and 600  shares of our Series A  convertible  preferred  stock,  $.001 par
value were  outstanding.  As of such date,  the  aggregate  market  value of the
common stock held by non-affiliates,  based on the closing bid price on the NASD
Bulletin Board, was approximately $1,161,448.

                       DOCUMENTS INCORPORATED BY REFERENCE

             Transitional Small Business Disclosure Format: Yes     No  X
                                                               -----  -----
<PAGE>


                                TABLE OF CONTENTS

                                                                         Page
                                                                        ------
PART I

         ITEM 1.  DESCRIPTION OF BUSINESS ...............................   3
         ITEM 2.  DESCRIPTION OF PROPERTIES..............................   5
         ITEM 3.  LEGAL PROCEEDINGS......................................   5
         ITEM 4.  SUBMISSION OF MATTERS TO A VOTE
                  OF SECURITY HOLDERS....................................   5
PART II

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

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

         SIGNATURES........................................................13

         FINANCIAL STATEMENTS..............................................13

<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Corporate History

         On March 31, 2000, Natural Way Technologies, Inc. (Natural Way) entered
into an Exchange agreement (the Exchange) with World Concept Development Limited
(World),  an independent  third party. In accordance with the Exchange,  Natural
Way acquired 100% of the issued and outstanding  shares of World in exchange for
9,300,000  post reverse split shares of Natural Way.  Prior to closing,  Natural
Way  effected a one for five  reverse  stock  split and  changed the name of the
Company to eSoftbank.com, Inc.

         The  Exchange  has been  accounted  for  using the  purchase  method of
accounting as a reverse  acquisition,  whereby the company issuing its shares to
effect the business combination is determined to be the acquiree in the business
combination.  This occurs when the  shareholders  of the issuer have less than a
majority  of  voting  control  of  the  combined   entity.   The  company  whose
shareholders  retain the  majority  voting  interest in the  combined  entity is
presumed the acquirer.  In the current  Exchange,  the existing  shareholders of
Natural  Way  will  retain a 27%  voting  interest  in the  combined  entity  on
completion of the Exchange.  Accordingly, World is deemed to be the acquirer and
the assets of Natural Way were  required to be fair  valued at  acquisition.  As
Natural  Way had no  assets,  as of the  date  of the  Exchange,  no fair  value
adjustment  was required.  The  historical  financial  information  prior to the
Exchange are those of World.

         World, a development stage enterprise,  was incorporated on October 27,
1999,  in the  British  Virgin  Islands.  World  incorporated  its wholly  owned
subsidiary  eSoftbank  Networks  (Shenzhen) Co. Ltd.  (Shenzhen) on December 30,
1999,  in the  Peoples'  Republic  of  China  (PRC).  World  and  Shenzhen  were
incorporated to effect a merger, exchange of capital stock, asset acquisition or
other business combination with a domestic or foreign,  private or publicly held
business.  As of December 31, 1999,  World had not commenced any formal business
operations and the only activity related to the Company's formation.

         On February  21,  2000,  World,  via  Shenzhen,  acquired  9.52% of the
outstanding  capital  of SiTech  Hainan  Limited.  (SiTech),  a company  related
through common  ownership and management  from Dr.  Hongbing Lan, a director and
shareholder  of both  World and SiTech for  approximately  $62,650.  On the same
date,  Shenzhen  acquired an  additional  42.86% of SiTech  from  SiTech  Hainan
Holding Co., Ltd.  (Holdings),  a company related  through common  ownership and
management,  for  approximately  $280,000.  SiTech is a  software  designer  and
markets   both   packaged   and  custom   designed   Internet-related   software
applications.  Since both entities involved in the acquisition were under common
control,  the  transaction  was  accounted  for at  historical  cost in a manner
similar to that in pooling-of-interests  accounting.  The consolidated financial
statements  include the results of operations for World and its subsidiary  from
their inception.

      On February 21, 2000,Shenzhen also acquired an 80% of the newly issued and
outstanding stock of eSoftbank (Beijing) Software Systems Co., Ltd. (Beijing), a
PRC company,  from Holdings for an initial capital  investment of  approximately
$116,000.  The  remaining 20% of Beijing is owned by Mr. Hongyu Lan, the brother
of Dr. Hongbing Lan.

Business of the Company

         eSoftBank.com, Inc. is a leading Chinese web-based software development
&  sub-contracting  services  provider.  We offer a wide  range  of  value-added
services  including IT  consulting,  project  outsourcing,  quality  control and
software releasing.  Our focus is on various e-commerce,  network management and
resource control systems for business and government  enterprises.  Our website,
HTTP://WWW.ESOFTBANK.COM,  is a registry  for  Chinese  web page  designers  and
e-commerce  developers,  as well as institutions requiring the services of these
people,  on which we provide a  cost-efficient  platform for job  exchanges  and
assignments.  It is an interactive  and integrated  virtual  software  community
offering technical databank,  knowledge exchange,  job subcontracting,  software
testing and support services. Through the website, we offer independent software
engineers a source of business  opportunities and web space, while companies are
able to select from a variety of software engineers and software companies.  Our
revenues are derived from commissions on transaction volume on the platform,  as
well as handling fees and service charges for software engineering and technical
support services. Our headquarters are in Shenzhen, China.

                                       3
<PAGE>

         We changed our company's  name from Natural Way  Technologies,  Inc. to
eSoftBank.com,  Inc. on March 31, 2000 when we acquired (the  "Acquisition") all
of the  issued  and  outstanding  shares of World  Concept  Development  Limited
("WCD").  WCD  owns  the  software   development  and  Internet-based   software
subcontracting   platform   operations   conducted   in  China  under  the  name
eSoftBank.com.

         eSoftBank has built the first software  outsourcing  infrastructure  in
China. Current, we have in excess of 70,000 individual and corporate members who
are available to perform software  development,  outsourcing or collaberation on
the eSoftBank.com  platform.  There are also  approximately 900 Chinese software
companies  who are  contracting  with  members for  software  collaberation  and
development.

Market Strategy

         To gain greater visibility in China, we relocated our headquarters from
Hainan to Shenzhen,  the Silicon Valley of the People's  Republic of China,  and
substantial  operations  to Beijing,  the capital  city of China,  the home to a
number  of  universities  as well as  Li-tech  companies.  This  visibility  has
assisted the Company in its marketing efforts.

         The Company has also  concentrated  on developing  strategic  alliances
with  both  Chinese  information  technology  (IT)  companies  and  American  IT
consulting companies.  These strategic alliances have had a dual benefit in that
they  have  both  helped  the  Company  develop   expertise  in  major  software
programming fields and have generated outsourcing engagements for the Company.

         The Company  continues to  strengthen  its positive in online  software
outsourcing  by serving as an e-market  place to bring together buyer and seller
of IT  services.  During the fourth  calendar  quarter of 2000,  we upgraded and
expanded  the  Software  Outsourcing  Platform  to provide  for a matching of IT
service  providers and IT service  contractors  not just for the Chinese market,
but for the international market as well.

         On a prospective basis, we hope to establish  outsourcing  partnerships
which will produce more recurring projects and more stable revenue sources.

Competition

         Competition  in software  outsourcing  market ins  inevitable.  We have
competitors  in China such as  NEU-Apline,  eNet and  CCIDNET as well as foreign
competitors.  However  our  business  model is  different.  NEU-Alpine  provides
software  development by using their own technical  resources.  eNet and CCIDNET
provide  only a  portal  for  software  companies.  However  we are both our own
technicians and a wide array of outside  professionals  already  associated with
us. TLL  provides  great  flexibility  and  scaleability;  we provide a software
portal; and can also finish the software development by organizing our technical
resources.

Research and Development

         Research and development has a high priority:

*    We continue to develop our core project management  platform-OnTeam,  which
     assists software companies in improving their software project  management.
     We have now released the (beta)th version of this platform;

*    We continue to develop and upgrade Project  Management Center, the software
     outsourcing business model of eSoftBank;

*    We are developing and expanding our network solutions,  BroadenGate,  which
     can assist  clients do easily access the internet,  monitor  website visits
     and provide the mechanism to charge for internet service.

Patents and Trademarks

         OnTeam is our leading project management  platform conforming CMMII and
ISO 9000 series.  This  platform  integrates  the  functions  including  project
management, development process, quality assurance, communication, configuration
management,  bug report etc. Now we are  applying  patents in both China and the
United States.

Now we have the trademarks of:


                                       4
<PAGE>

*    ESOFTBANK  (in  China):   the  brand  of  our  company,   as  well  as  the
     collaborative development and software outsourcing;
*    ONTEAM: a standardized  project management  platform,  which can manage the
     whole process of software  development.  It provides an integrated software
     development and project environment;
*    BROADENGATE  and E*LINUX (both in China):  the product  trademarks  for our
     internet service package/platform;
*    DEVELOPMATRIX (in China):  the solution for optimizing and reorganizing the
     resources management in IT outsourcing.

Government Regulation

         We are not subject to any government  regulations other than those that
normally  apply to other software  developers,  such as copyright and trademarks
laws.

Employees

         We have 180  employees;  20 of which are  managerial,  110 of which are
software engineers and 50 of which are clerical.

ITEM 2. DESCRIPTION OF PROPERTIES

         We do not own any real  estate,  but lease  three  separate  offices in
Beijing, Shenzhen and Haikou.

         In Beijing, we lease 400 square meters (approximately 5,166 square fee)
of office space at Room 706, Tower B, COFCO Plaza, No. 8, Jianguomennei  Street,
Dongcheng  District,  Beijing,  100005, the People's Republic of China. The rent
for this facility is $10,650 per month and the lease extends through March 2002.

         In Shenzhen,  we lease 300 square  meters  (approximately  3,875 square
feet) of office  space at Room  2111,  Flat A,  United  Plaza,  5022  Binhe Main
Street, Futian District,  Shenzhen,  518026, the People's Republic of China. The
rent for this facility is $1,300 per month and the lease  extends  through April
30, 2001. This facililty also serves as our corporate headquarters.

         In Haikou we lease 700 square meters  (approximately 9,042 square feet)
of office space at Room 1001, Haikou  International  Commerical  Center, No. 38,
Datong Road,  Haikou,  Hainan, The People's Republic of China. The rent for this
facility is $3,500 per month and the lease extends through August 2005.

ITEM 3.  LEGAL PROCEEDINGS

         To the best of management's  knowledge,  there are no legal proceedings
threatened or pending against us.

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

         There were no matters submitted for vote to the shareholders during the
fourth  quarter  of our  fiscal  year,  nor were any voted  upon other than at a
meeting of shareholders.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

            There  is  currently  limited  trading  in  our  Common  Stock.  The
following table sets forth the high and low bid price by calendar quarter of the
Company's  common  stock.  There was no trading in our common stock prior to the
second quarter of 2000.


                                       5
<PAGE>


Quarter Ended                     High              Low
-------------                   --------          --------
March 31, 2000                  $     -           $    -
June 30, 2000                      9.50             .937
September 30, 2000                3.125             1.25
December 31, 2000                  1.50             .469


Shareholders of Record

         As of April 20, 2001,  there were  approximately  301 record holders of
our common stock. Our common stock trades on the OTC:BB under the symbol ESFB.

Dividends

         We have never  declared or paid any cash  dividend on our Common  Stock
nor do we expect to  declare  or pay any  dividend  on our  Common  Stock in the
forseeable future.

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

         On March 31, 2000, Natural Way Technologies, Inc. (Natural Way) entered
into an Exchange agreement (the Exchange) with World Concept Development Limited
(World),  an independent  third party. In accordance with the Exchange,  Natural
Way acquired 100% of the issued and outstanding  shares of World in exchange for
9,300,000  post reverse split shares of Natural Way.  Prior to closing,  Natural
Way  effected a one for five  reverse  stock  split and  changed the name of the
Company to eSoftbank.com, Inc.

         The  Exchange  has been  accounted  for  using the  purchase  method of
accounting as a reverse  acquisition,  whereby the company issuing its shares to
effect the business combination is determined to be the acquiree in the business
combination.  This occurs when the  shareholders  of the issuer have less than a
majority  of  voting  control  of  the  combined   entity.   The  company  whose
shareholders  retain the  majority  voting  interest in the  combined  entity is
presumed the acquirer.  In the current  Exchange,  the existing  shareholders of
Natural  Way  will  retain a 27%  voting  interest  in the  combined  entity  on
completion of the Exchange.  Accordingly, World is deemed to be the acquirer and
the assets of Natural Way were  required to be fair  valued at  acquisition.  As
Natural  Way had no  assets,  as of the  date  of the  Exchange,  no fair  value
adjustment  was required.  The  historical  financial  information  prior to the
Exchange are those of World.
         World, a development stage enterprise,  was incorporated on October 27,
1999,  in the  British  Virgin  Islands.  World  incorporated  its wholly  owned
subsidiary  eSoftbank  Networks  (Shenzhen) Co. Ltd.  (Shenzhen) on December 30,
1999,  in the  Peoples'  Republic  of  China  (PRC).  World  and  Shenzhen  were
incorporated to effect a merger, exchange of capital stock, asset acquisition or
other business combination with a domestic or foreign,  private or publicly held
business.  As of December 31, 1999,  World had not commenced any formal business
operations and the only activity related to the Company's formation.

         On February  21,  2000,  World,  via  Shenzhen,  acquired  9.52% of the
outstanding  capital  of SiTech  Hainan  Limited.  (SiTech),  a company  related
through common  ownership and management  from Dr.  Hongbing Lan, a director and
shareholder  of both  World and SiTech for  approximately  $62,650.  On the same
date,  Shenzhen  acquired an  additional  42.86% of SiTech  from  SiTech  Hainan
Holding Co., Ltd.  (Holdings),  a company related  through common  ownership and
management,  for  approximately  $280,000.  SiTech is a  software  designer  and
markets   both   packaged   and  custom   designed   Internet-related   software
applications.  Since both entities involved in the acquisition were under common
control,  the  transaction  was  accounted  for at  historical  cost in a manner
similar to that in pooling-of-interests  accounting.  The consolidated financial
statements  include the results of operations for World and its subsidiary  from
their inception.

         The business of eSoftbank.com is currently  conducted in Renminbi,  the
currency of China ("RMB"),  which for purposes of this section and our financial
statements are converted at an exchange rate of $1.00 = RMB 8.30.

                                       6
<PAGE>

Year Ended December 31, 2000 Compared to Year Ended December 31, 1999.

         Revenues.  Revenues  increased by $648,030 or 131.66% to $1,140,223 for
the year ended  December 31, 2000 from $492,193 for the year ended  December 31,
1999.  This  increase in revenues  resulted from an  aggressive  marketing  plan
initiated in the early part of the year along with the increased visability from
opening offices in Shenzhen and Beijing.

         Cost of Sales.  Cost of sales  increased  by  $396,392  or  342.75%  to
$512,041 for the year ended  December 31, 2000 from  $115,649 for the year ended
December  31,  1999.  Cost of sales as a percent of revenues  was 44.91% for the
year ended  December 31, 2000 compared to 23.50% for the year ended December 31,
1999.  This  increase in cost of sales  resulted from  increased  revenues and a
change  in the  mix of  products  sold.  The  increase  in cost  of  sales  as a
percentage of revenue is attributable  to an increased  percentage of sales from
web-based software  subcontracting which has a lower profit margin than software
development.

         Selling  and  Administrative   Expenses.   Selling  and  administrative
expenses  increased by $1,962,269 or 1,780.17% to $2,072,498  for the year ended
December  31, 2000 from  $110,229 for the year ended  December  31,  1999.  This
increase in selling and  administrative  expenses resulted from costs associated
with opening two additional  offices,  increased  marketing  expenses  increased
research and development expenses and increased professional fees.

         Other  Expenses,  Net. Other expenses  consists of interest  income and
expense,  bank charges,  recovery of prior  expenses  foreign  exchange gains or
losses and other miscellaneous income. Other expenses,  net increased by $28,966
or 12.554% to $29,197  for the year ended  December  31,  2000 from $231 for the
year ended  December 31, 1999.  This  increase in other  expenses,  net resulted
principally  from interest  expense  which was partially  offset by interest and
miscellaneous income.

         Income Taxes.  Income tax increased by $30,077 or 99.99% to $60,188 for
the year ended  December 31, 2000 from  $30,111 for the year ended  December 31,
1999.  Although the income of the Company decreased and there is a net operating
loss for the current year,  income taxes in the People's Republic of China are a
function of gross sales and not of net income.  Since sales more than doubled in
the year ended December 31, 2000, the income taxes also increased.

         Minority  Interest.  Minority  interest  represents  the  20%  interest
in  eSoftBank  (Beijing)  Software Systems  Co.  Ltd. and  the  47.6%  of SiTech
Hainan Ltd.  not owned by the Company.

         As a result of the foregoing,  the net income of the Company  decreased
by $1,324,894  from net income of $123,650 for the year ended  December 31, 1999
to a net loss of $1,201,244 for the year ended December 31, 2000.

Liquidity and Capital Resources

         As of  December  31,  2000,  we had cash of  $388,159  and a deficit in
working  capital of  $1,967,031.  This compares with cash of $75,825 and working
capital of $495,014 as of December 31, 1999.

         Cash used by operating activities totaled $1,038,548 for the year ended
December 31, 2000.  This  compares  with cash provided by operations of $227,301
for the year ended  December 31, 1999.  The change in cash provided by (used in)
operating  activities  due to a net operating loss for the current year compared
to an operating profit in the prior year which was partially offset by increased
depreciation  and  amortization  in the  current  year and  changes  in  current
accounts.

         Cash used by  investing  activities  increased to $511,277 for the year
ended December 31, 2000 from $151,318 for the year ended December 31, 1999. This
increase  resulted  from an increase in capital  expenditures  and  purchases of
long-term  investments  which was  partially  offset by a  reduction  in capital
expenditures for product development and advances from shareholders.

         Cash provided by financing  activities  totaled $1,862,158 for the year
ended December 31, 2000 compared to cash used in financing  activities of $4,337
for the year  ended  December  31,  1999.  The net  change in cash  provided  by
financing   activities  is   attributable  to  an  increase  in  borrowings  and
investments which was partially offset by the payment of a dividend.

         Based on the current level of expenditures, it will be necessary for us
to seek additional funding over the next twelve months. Without such funding, we
will be unable to implement our business plan.


                                       7
<PAGE>

Cautionary Statements

         In addition  to the other  information  in this  Annual  Report on Form
10-KSB,  the following factors should be considered  carefully in evaluating the
Company.

         Demand  for our  Products  Softens in a Weakend  Economy.  In a general
economic  downturn,  our  customers  are apt to curtail  information  technology
expenses. This can result in lower sales, lower sales revenues and a lengthening
of sales cycles during these periods.  If we experience a decrease in demand for
our products,  we can't assure you that we will be able to cut costs quickly and
effectively in response to decreased sales or increased returns.

         Our  Quarterly  and Annual  Revenues.  Expenses and  Operating  Results
May  Flucuate  Significantly.  These  flucuations  may  be  due  to  a number of
factors, including:

*    demand for our products

*    size and timing of significant orders and their fulfillment;

*    our ability to develop and upgrade our technology;

*    changes in our level of operating expenses;

*    our ability to compete in a highly competitive market

*    undetected software errors and other product quality problems;

*    changes in our sales incentive plans and staffing of sales territories; and

*    change in the mix of domestic and  international  revenues and the level of
     international expansion.

         Intra-Quarter  Fluctuations.  Orders  booked  throughout  a quarter may
substantially  impact product revenues in that quarter.  Our sales also flucuate
throughout the quarter as a result of customer buying patterns.  In addition, we
base  our  expenses  to a  significant  extent  on our  expectations  of  future
revenues.  Most of our expenses  are fixed in the short term,  and we may not be
able to reduce spending quickly if our revenues are lower than we had projected.
If our  revenue  levels do not meet our  projections,  we expect  our  operating
results to be adversely and disproportionately affected.

         Fixed  Expenses.  We base our expenses to a  significant  extent on our
expectations  of future  revenues.  Most of our  expenses are fixed in the short
term,  and we may not be able to reduce  spending  quickly if our  revenues  are
lower than we had projected.  If our revenue levels do not meet our projections,
we expect our operating results to be adversely and disproportionately affected.

         Quarter-to-Quarter    Comparisons.    We   believe   quarter-to-quarter
comparisons  of our  revenues,  expenses  and  results  of  operations  are  not
necessarily meaningful. You should not rely on our quarterly revenues,  expenses
and results of operations to predict our future performance.

         Our Markets are Highly  Competitive and Rapidly  Changing.  Our markets
are highly  competitive and rapidly  changing.  We face  competition  from small
companies  with niche  offerings as well as public  companies  with a breadth of
offerings.  New competitors have arisen and can be expected to continue to arise
in a rapidly evolving market.

         Our Products are Subject to Rapid Technological  Change. The market for
our  products is  characterized  by rapid  technological  change,  frequent  new
product introductions and enhancements,  uncertain product life cycles,  changes
in customer  demands and evolving  industry  standards.  Our  products  could be
rendered  obsolete if new products based on new  technologies  are introduced or
new industry standards emerge.

         Limited  Protection of Proprietary  Technology;  Risks of Infringement.
Our  success  depends  to a  significant  degree  upon our  software  and  other
proprietary  technology.   The  software  industry  has  experienced  widespread
unauthorized  reproduction  of software  products.  We rely on a combination  of
copyright and trade secret law as well as  contractual  restrictions  to protect
our technology.  These legal protections  provide only information.  However, we
may not be able to detect  unauthorized use or take appropriate steps to enforce
our  intellectual  property  rights.  If we  litigated  to enforce  our  rights,
litigation would be expensive,  would divert management resources and may not be
adequate to protect our  business.  We also could be subject to claims  alleging
infringement of third-party intellectual property rights. In addition, we may be
required to indemnify our distribution partners and end-users for similar claims
made against them. Any claims  against us could require us to spend  significant
time and money in litigation , pay damages, develop non-infringing  intellectual
property or acquire licenses to intellectual property that is the subject of the
infringement  claims. As a result,  claims against us could materially adversely
affect our business.

         Risks  Associated  with Completed and Potential  Acquisitions.  We have
made  and  may  continue  to  make  investments  in   complementary   companies,
technologies,  services or products if we find appropriate opportunities.  If we
buy  a  company,  we  could  have  difficulty  assimilating  the  personnel  and
operations  of the  acquired  company.  If we make other types of  acquisitions,
assimilating  the technology,  services or products into our operations could be
difficult.  Acquisitions can disrupt our ongoing business,  distract  management
and other  resources and make it difficult to maintain our  standards,  controls
and  procedures.  We may not succeed in  overcoming  these risks or in any other
problems we might encounter in connection with any future  acquisitions.  We may
be  required  to incur  debt or issue  equity  securities  to pay for any future
acquisitions.  In addition,  there can be no  assurance  that we will be able to
successfully  integrate our recent  acquisitions of Netect and Entevo or that we
will be able to integrate the products and technology we acquired into our sales
model or product offerings.

                                       8
<PAGE>

         Risks of Undetected  Software Errors. Our software products are complex
and may contain certain undetected errors, particularly when first introduced or
when new versions or enhancements  are released.  We have previously  discovered
software  errors in certain of our new  products  after their  introduction.  We
cannot be certain  that,  despite our testing,  such errors will not be found in
current   versions,   new  versions  or   enhancements  of  our  products  after
commencement of commercial  shipments.  Such  undetected  errors could result in
adverse pubicity, loss of revenues, delay in market acceptance or claims against
us by customers, all of which could materilly adversely affect our business.

  Country Risk. Substantially all of the Company operations are conducted in the
PRC and  accordingly,  the  Company is subject  to  special  considerations  and
significant  risks not typically  associated  with companies  operating in North
America and Western Europe.  These include risks  associated with the political,
economic  and legal  environments  and with  foreign  currency  exchange,  among
others.  The Company's results may be affected by, among other things by changes
in the  political  and social  conditions  in the PRC and changes in  government
policies with respect to laws and regulations, anti-inflation measures, currency
conversion,  remittance  abroad  and  rates  and  method  of  taxation.  The PRC
government has implemented  economic reform policies in recent years,  and these
reforms may be refined or changed by the  government at any time. It is possible
that a change in the PRC leadership could lead to changes in economic policy. In
addition,  a  substantial  portion  of the  Company  revenue is  denominated  in
Renminbi,  which must be  converted  into  other  currencies  before  remittance
outside the PRC. Both the conversion of the Reminbi and other foreign currencies
and  remittance  of  foreign  currencies  abroad  require  approval  of the  PRC
government.

ITEM 7. FINANCIAL STATEMENTS

        The consolidated financial statements of the Company,  together with the
independent auditors' report on these statements by Blackman Kallick Bartelstein
LLP are included on pages F-2 through F-22 of this Form 10-KSB.
(See Index to Financial Statements on page F-1 of this Form 10-KSB.)

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

        There  were  no  changes  in  or   disagreements   with  the  certifying
accountants or on any accounting or financial  disclosure item during any period
covered by this Form 10-KSB.

                                    PART III

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

        The  following  are the names,  ages and  positions  held by each of our
officers and directors:

     Name              Age              Title
   ---------         -------          -----------
Director Since
---------------

Dr.  Hongbing Lan      34             Chairman, Chief Executive Officer
                                      and Director                          1999
Mr.  Chunlin Tang      30             Chief Financial Officer
Ms.  Ling Wen          40             Vice-President


                                       9
<PAGE>

Mr.  Henry Lan              28             Chief Technical Officer
Mr.  Xinmin Gao             62             Director                         2000
Mr.  Fa Ding Liu            38             Director                         2000
Mr.  Daniel A. Norcross     27             Chief Marketing Officer          2000

     The term of office of each director is one year,  subject to removal by the
shareholders,  or until his  successor  is elected and  qualified  at our annual
meeting of  shareholders.  The term of office for each  officer is for one year,
subject to removal by the Board of Directors, or until a successor is elected.

     Biographical Information

     Dr. Hongbing Lan. Dr. Hongbing Lan,  Chairman,  Chief Executive Officer and
director  received a doctorate degree in Automation  Control from Wuhan HuaZhong
Science  University.  In 1995,  he  established  the  State  Information  Center
Software  Laboratory.  In 1996,  Dr. Lan formed Si Tech Hainan Co. Ltd. where he
worked until 1999 when he formed  eSoftBank.com,  Inc.,  the  predecessor of our
Company.

     Mr. Chunlin Tang. Mr. Chunlin Tang joined the Company in March, 2000 as our
Chief  Financial  Officer.  Prior to joining  the  Company,  Mr.  Tang worked in
Johnson and Johnson Medical Co., Ltd as Finance Manager from March 1999 to March
2000. He received his Bachelor from Tsinghua  University in 1994 and a Master in
accounting  from the same  university  in 1997.  He also  studied  in  France at
College Des  Ingeniurs  in 1998 and then  worked as  instructor  in  Economics &
Management School, Tsinghua University till March 1999. He is a Chinese CPA.

     Ms. Ling Wen.  Ms.  Ling Wen joined the Company in January  2000 and is our
Vice President in charge of business  strategic  partnerships.  Prior to joining
the Company,  Ms. Wen was employed by Hainan 1st Investment  Co., Ltd from March
1995  till  January  2000.  Ms.  Wen holds an MBA  degree  from  Shanghai  Fudan
University.

     Mr. Daniel A. Norcross.  Mr. Daniel Norcross joined the Company in May 2000
and serves as our Chief  Marketing  Officer and  director.  Prior to joining the
Company, Mr. Norcross was employed by QwikQuote  Development,  Inc. as a Project
Manager  from 1999 to 2000.  He also acted as a software  developer  in Atlantic
Media  Corporation  from 1998 to 1999 and in Great Easter  Reinsurance Inc. from
1997 to 1997. He the a Bachelor's degree of Computer in Williams College in 1997
and a Master's degree from Harvard University in 1999.

     Mr.  Henry Lan.  Mr. Henry Lan joined the Company in 1998 and serves as our
Chief Technical Officer.  Prior to joining the Company,  Mr. Lan was employed by
Hainan  Telecom from 1997 to 1998.  From 1990 to 1997,  he finished his bachelor
and master study plan. Mr. Lan holds a Masters  Degree in Computer  Science from
Huazhong University of Science and Technology.

     Mr. Xinmin Gao. Mr. Xinmin Gao was selected as a director of our Company in
April 2000 and is the Chief  Scientist  of the  Company.  Prior to  joining  the
Company,  Mr. Gao was employed by China  Information  Association  as the deputy
Director from 1999. He also acted as the director of State Information Center of
China for nearly 8 years from the year 1991.

     Mr. FaDing Liu. Mr. FaDing Liu was selected as a director of our Company in
April 2000. Prior to joining the Company,  Mr. Liu had been employed by New York
Office,  Nanfang  Security Co., Ltd as the office  manager for over 5 years from
the

     Compliance with Section 16(a) of the Securities Exchange Act of 1934

     Under the  Securities  laws of the United States,  our Executive  Officers,
Directors and  beneficial  owners of more than ten percent (10%) of any class of
our securities are required to report their initial  ownership of our securities
and any  subsequent  changes in that  ownership to the  Securities  and Exchange
Commission.  However,  none of these persons has yet filed the forms as required
with the Securities and Exchange Commission.

ITEM 10. EXECUTIVE COMPENSATION

     The following tables set forth certain summary  information  concerning the
compensation  paid or accrued for each of the Company's  last  completed  fiscal
years to the Company's or its principal subsidiaries chief executive officer and
each of its other  executive  officers that received  compensation  in excess of
$100,000  during such period (as determined at December 31, 1998, the end of the
Company's last completed fiscal year):

                                       10
<PAGE>

     Summary Compensation Table
<TABLE>


                         Annual Compensation                      Long Term Compensation

                                                   Awards         Restricted               Payouts
                                                   ------                                  -------

 Name and Principal  Year    Salary   Bonus($)  Other Annual Stock    Options    LTIP     All other
 ------------------  ----    ------   --------
      Position                                  Compensation  Awards   / SARS    Payout compensation
     ----------                                 ------------ --------  -------   ------ -------------
<S>                  <C>     <C>      <C>       <C>          <C>       <C>       <C>    <C>

Dr.  Hongbing Lan    1998    $10,200     0           0           0        0         0         0
Chairman, Chief      1999     11,800     0           0           0        0         0         0
Executive Officer    2000     14,200     0           0           0        0         0         0
and Director
</TABLE>

     Options /SAR Grants in Last Fiscal Year

         The Company has never granted options or stock appreciation rights.

     Bonuses and Deferred Compensation

         None

     Compensation Pursuant to Plans

         The Company does not have any compensation or option plans.

     Pension Plans

         Not applicable

     Other Compensation

         None

         Directors who are not officers of the Company  receive  $2,000 per year
as compensation.

         ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table sets forth the number of shares of the  Company's
Common  Stock,  par value  $0.01,  held by each person who is believed to be the
beneficial  owner of 5% or more of the  shares  of the  Company's  common  stock
outstanding  at April 13, 2001,  based on the Company's  transfer  agent's list,
representations  and affidavits  from  shareholders  and beneficial  shareholder
lists provided by the Depository  Trust and securities  broker dealers,  and the
names and number of shares held by each of the Company's  officers and directors
and by all officers and directors as a group.
<TABLE>

                  Name and Address of Beneficial        Amount and Nature of
 Title of Class   Owner Beneficial Ownership            Beneficial Ownership    Percent of Class
 --------------   -------------------------------       --------------------    ----------------
<S>               <C>                                   <C>                     <C>


Common                Dr.  Hongbing Lan (1)(2)          4,193,660                    32.46%

Common                Mr.  Chunlin Tang (1)             -                                 -

Common                Ms.  Ling Wen (1)                 -                                 -
</TABLE>


                                       11
<PAGE>
<TABLE>

<S>                   <C>                            <C>                            <C>

Common                Mr.  Henry Lan (1)                -                                 -

Common                Mr.  Xinmin Gao (1)               -                                 -

Common                Mr.  Fa Ding Liu (1)              -                                 -

Common                Pacific Winner Development        4,193,660                    32.46%
                      Ltd.  (1)(2)

Common                China Enterprise Confederation
                      No.  17, Zizhuyuan Nanzu
                      Beijing, PRC                        647,480                     5.01%

Common                World Concept Holding
                      2/F, Flat D & E, Cheong Ming
                      Bldg.
                      80-86 Argyle Street, Mongkok        978,100                     7.57%
                      Kowloon, Hong Kong

Common                Shenzhen Commercial Bank          1,020,000                     7.89%
                      No.  1099, Shen Nan Zhonghu
                      Shenzhen Commercial Bank
                      Building
                      Shenzhen, PRC

All officers and Directors, and as a Group (6 Person)   4,193,660                    32.46%
</TABLE>


(1)  Address for all persons and  entities is Flat A, United  Plaza,  5022 Binhe
     Main Street, Futian District, Shenzhen, PRC 518026

(2)  Beneficially owned by Dr. Hongbing Lan

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


Name of parties and                        1999         2000          2000
Nature of transaction                       Rmb          Rmb           US$
                                            ---          ---           ---

Dr.  Hongbing Lan - Travel and trip      (260,494)    2,316,408       279,085
expenses paid on behalf of the Company

SiTech Holding (Hainan) Company Limited  1,485,426            -             -
- Cash advances

     Sitech  Holding  (Hainan)  Company  Limited is an entity  controlled by Dr.
Hongbing Lan an officer, director and controlling shareholder of the Company.

     The  balances  with  Dr.  Hongbing  Lan are  unsecured,  interest-free  and
repayable on demand.

     The Company jointly developed and designed two projects with SiTech Holding
(Hainan) Company, which generated gross revenue of Rmb 199,310 in 1999.

     The 20%  equity interest  of eSoftBank (Beijing) Software Systems Co., Ltd.
not owned by us, is owned by Hongyu  Lan, the  brother of  Dr.  Hongbing Lan  an
officer of our Company.


                                       12
<PAGE>
                                     PART IV

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

         2.1*     Exchange Agreement by and among Natural Way Technologies, Inc.
                  and the shareholders of World Concept Development Limited
         3.1*     Amended and Restated Articles of Incorporation
         3.2*     Certificate of Decrease and Increase in Authorized Shares 3.3
                  Bylaws, as amended to date (1)
         21.1*    Subsidiaries of Registrant

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

*    As previously filed with the Form 10-KSB for year ended December 31, 1999

(b)  Reports on Form 8-K

     None

                                   SIGNATURES

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

                                             eSoftBank.com, Inc.

                                             By: /s/ Dr.  Hongbing Lan
                                                 -------------------------------
                                                 Dr.  Hongbing Lan
                                                 Chief Executive Officer

                                             By: /s/ Chunlin Tang
                                                 -------------------------------
                                                 Chunlin Tang
                                                 Principal Accounting Officer

     Dated: May 14, 2001

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

      Name                              Title                            Date
    --------                          --------                        ----------
/s/ Hongbing Lan               Chairman, Chief Executive Officer    May 14, 2001
----------------------------
Dr.  Hongbing Lan

/s/ Xinmin Gao                 Director                             May 14, 2001
----------------------------
Mr.  Xinmin Gao

/s/ Fa Ding Liu                Director                             May 14, 2001
----------------------------
Mr.  Fa Ding Liu


                                       13
<PAGE>

                               eSoftBank.com, Inc.
                   Index to Consolidated Financial Statements


                                                                          Page
                                                                         ------

Report of Independent Public Accountants

Balance Sheets as of December 31, 2000 and 1999                            F-2

Statements of Operations for the Years Ended
   December 31, 2000 and 1999                                              F-3

Statements of Cash Flows for the Years Ended
   December 31, 2000 and 1999                                              F-4

Statements of Shareholders' Equity for the Years
   Ended December 31, 2000 and 1999                                        F-5

Notes to Financial Statements                                       F-6 - F-22