SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(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.

         SiTech  Hainan Ltd. is the only company that existed prior to 1999 that
is reflected in our consolidated  financial  statements.  All amounts  presented
below for the third  quarter  and the first nine  months of 1999 are  historical
results for SiTech Hainan. WCD was formed in the fourth quarter of 1999 and only
became operational in the first quarter of 2000. Accordingly, the discussion and
analysis below compares the results of operations of SiTech Hainan for the third
quarter  and  first  nine  months  of 1999  with  the  consolidated  results  of
operations of WCD for the third quarter and first nine months of 2000.

                                       6
<PAGE>

         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.

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 125.39% 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, 2001.  This  compares  with cash provided by operations of $103,855
for the year ended  December 31, 2001.  The charge in cash provided by (used in)
operating  activities is to the 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.


                                       7
<PAGE>

         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.

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.

                                       8
<PAGE>

         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.

         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-20 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
Director Since            Age                 Title
---------------         -------    ---------------------------------
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                                          Other Annual    Stock      Options    LTIP        All other
 Principal Position   Year    Salary     Bonus($)  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.

Title of       Name and Address of    Amount and Nature of
Class          Beneficial Owner       Beneficial Ownership     Percent of Class
----------     -------------------    ---------------------    -----------------

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

Common         Mr.  Chunlin Tang (1)                     -                 -

Common         Ms.  Ling Wen (1)                         -                 -

Common         Mr.  Henry Lan (1)                        -                 -

Common         Mr.  Xinmin Gao (1)                       -                 -

Common         Mr.  Fa Ding Liu (1)                      -                 -

                                       11
<PAGE>


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%

(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 4, 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 4, 2001
-------------------------
Dr.  Hongbing Lan


/s/ Xinmin Gao              Director                              May 4, 2001
-------------------------
Mr.  Xinmin Gao


/s/ Fa Ding Liu             Director                              May 4, 2001
-------------------------
Mr.  Fa Ding Liu


<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-20

<PAGE>

                          Independent Auditor's Report


Stockholders and the Board of Directors eSoftBank.com, Inc.


We have audited the accompanying  consolidated  balance sheets of eSoftBank.com,
Inc.  (the  Company)  as  of  December  31,  1999  and  2000,  and  the  related
consolidated  statements of operations,  of  stockholders'  equity (deficit) and
cash flows for the years then ended. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance about whether the  consolidated  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 audits provide a reasonable  basis
for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of eSoftBank.com,  Inc.
as of December 31, 1999 and 2000, and the results of its operations and its cash
flows  for the  years  then  ended  in  conformity  with  accounting  principles
generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated  financial statements,  the Company has incurred a significant loss
from operations and has a deficit that raise substantial doubt about its ability
to continue as a going  concern.  Management's  plans in regard to these matters
are also  described  in Note 2. The  consolidated  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.

                                        S/Blackman Kallick Bartelstein, LLP




Chicago, Illinois
March 31, 2000


<PAGE>



                               eSoftBank.com, Inc.


                           Consolidated Balance Sheets


                           December 31, 1999 and 2000
================================================================================

               The  accompanying  notes are an integral part of the consolidated
financial statements.



                                     Assets
<TABLE>

                                                   1999           2000           2000
                                                   Rmb            Rmb            US$
                                               ------------  -------------  -------------
<S>                                            <C>           <C>            <C>

Current Assets
     Cash                                          629,351       3,221,718        388,159
     Accounts receivable                         2,014,330         640,900         77,217
     Deposits and other                          1,047,357       1,000,271        120,515
     Advances to employees                         433,878         427,395         51,493
     Costs and estimated earnings in excess of
       billings on uncompleted contracts                 -         207,944         25,053
     Due from related party                      1,485,426               -              -
                                               -----------   -------------  -------------

                  Total Current Assets           5,610,342       5,498,228        662,437
                                               -----------   -------------  -------------







Noncurrent Assets
     Long-term investment                                -       2,800,000       337,349
     Product development costs, net                822,272         852,995       102,770
     Fixed assets                                  759,533       2,929,976       353,009
     Other                                               -         265,068        31,936
                                               ------------   -------------  ------------

                  Total Noncurrent Assets        1,581,805      6,848,039        825,065
                                               ------------   -------------  ------------
                  Total Assets                   7,192,147     12,346,267      1,487,502
</TABLE>


        The accompanying notes are an integral part of the consolidated
                              financial statements.

                                       F-2
<PAGE>



================================================================================
                Liabilities and Stockholders' Equity (Deficit)
<TABLE>

                                                          1999           2000           2000
                                                          Rmb            Rmb            US$
                                                      ------------   -----------    ------------
<S>                                                   <C>            <C>            <C>

Current Liabilities
     Short-term borrowings - Bank                              -      16,000,000     1,927,711
     Accounts payable                                    159,900         159,900        19,265
     Accrued expenses
         Salaries, wages and other compensation                -         669,171        80,623
         Employee fringe benefits                        274,888         635,988        76,625
         Taxes                                           467,734         355,713        42,857
         Other                                           233,611       1,588,513       191,387
     Customer deposits                                   105,098          41,000         4,940
     Billings in excess of costs and estimated
       earnings on uncompleted contracts                       -          57,890         6,975
     Due to directors                                    260,494       2,316,408       279,085
                                                    ------------   -------------  ------------

                  Total Current Liabilities            1,501,725      21,824,583     2,629,468
                                                    ------------   -------------  ------------

Minority Interest                                      2,704,690         261,925       31,557
                                                    ------------   -------------  ------------

Stockholders' Equity (Deficit)
     Common stock, Par value US$0.001; issued
       and outstanding - 12,920,000 shares and
       0 shares as of December 31, 2000 and
       1999, respectively                                      -         107,236       12,920
     Common stock, par value US$1.00; issued
       and outstanding - 0 shares and 1,000 shares
       as of December 31, 2000 and 1999,
       respectively                                        8,300               -            -
     Additional paid-in capital                        1,209,012      52,715,431    6,351,257
     Reserve funds                                       306,386         347,148       41,825
     Retained earnings (accumulated deficit)           1,462,034     (62,910,056)  (7,579,525)
                                                      ----------   -------------  -------------

                  Total Stockholders' Equity (Deficit) 2,985,732      (9,740,241)  (1,173,523)
                                                      ----------   -------------  -------------

                  Total Liabilities and Stockholders
                    Equity                             7,192,147      12,346,267    1,487,502
                                                      ==========   =============  =============
</TABLE>



                                       F-3
<PAGE>

                             eSoftBank.com, Inc.


                      Consolidated Statements of Operations


                     Years Ended December 31, 1999 and 2000

================================================================================
<TABLE>

                                                     1999             2000            2000
                                                      Rmb              Rmb             US$
                                                 -------------    --------------  --------------
<S>                                              <C>              <C>             <C>

Revenue                                           4,085,198          9,463,849       1,140,223

Cost of Sales                                      (959,890)        (4,249,939)       (512,041)
                                                --------------    -------------   -------------

Gross Profit                                      3,125,308          5,213,910         628,182

Selling and Administrative Expenses                (914,900)       (17,201,735)     (2,072,498)
                                               ----------------   -------------   --------------

Income (Loss) from Operations                     2,210,408        (11,987,825)     (1,444,316)
                                               ----------------   -------------   --------------

Other (Expense) Income
     Interest expense                                     -          (497,640)         (59,957)
     Other (expense) income, net                     (1,915)          255,304           30,760
                                               ----------------   -------------   --------------

                  Total Other Expense, Net           (1,915)         (242,336)         (29,197)
                                               ----------------   -------------   --------------

Income before Income Taxes                        2,208,493       (12,230,161)      (1,473,513)

Income Taxes                                        249,921           499,561           60,188
                                               ----------------   -------------   --------------

Income (Loss) before Minority Interest            1,958,572       (12,729,722)      (1,533,701)

Minority Interest in Income (Loss)                  932,280        (2,759,393)        (332,457)
                                               ----------------   -------------   --------------

Net Income (Loss)                                 1,026,292        (9,970,329)      (1,201,244)
                                               ================   =============   ==============

Earnings (Loss) per Share - Basic and Diluted           .08              (.78)            (.09)
                                               ================   =============   ==============
Weighted Average Common Shares
  Outstanding - Basic and Diluted                12,800,000        12,845,699       12,845,699
                                               ================   =============   ==============
</TABLE>

         The accompanying notes are an integral part of the consolidated
                             financial statements.


                                       F-4
<PAGE>


                               eSoftBank.com, Inc.


            Consolidated Statements of Stockholders' Equity (Deficit)


                     Years Ended December 31, 1999 and 2000

================================================================================

<TABLE>

                                                  Common Stock              Series A Convertible and
                                                  par value US$1.00        Redeemable Preferred Stock
                                            ---------------------------  --------------------------------
                                             Number of          Amount     Number of              Amount
                                              Shares             Rmb       Shares                  Rmb
                                            -----------      ----------  ------------           ----------
<S>                                         <C>              <C>         <C>                    <C>
Balance as of January 1, 1999                       -               -              -                   -

Issuance of Common Stock                        1,000           8,300              -                   -

Reserve Fund                                        -               -              -                   -

Net Income                                          -               -              -                   -
                                           ----------    ------------    -------------          ------------

Balance as of December 31, 1999                 1,000           8,300              -                   -

Reclassification of Reserve Funds                   -               -              -                   -

Effect of Merger                               (1,000)         (8,300)           600                   5

One for Five Reverse Stock Split                    -               -              -                   -

Issuance of Common Stock                            -               -              -                   -

Conversion of Preferred Stock                       -               -           (600)                 (5)

Assumption of Liabilities by Stockholder
  Contributed to Capital                            -               -              -                   -

Net Loss                                            -               -              -                   -

Deemed Dividends                                    -               -              -                   -
                                           ----------    ------------    -------------          ------------

Balance as of December 31, 2000                     -               -              -                   -

</TABLE>

         The accompanying notes are an integral part of the consolidated
                             financial statements.


                                       F-5
<PAGE>


================================================================================
<TABLE>

                                                   Retained
     Common Stock                 Additional       Earnings
   Par value US $0.001              paid-in       Accumulated     Reserve
-----------------------------
  Number of                         capital        Deficit)        Funds              Total
   Shares           Amount            Rmb             Rmb           Rmb                Rmb
-------------    ------------  ----------------   -------------  --------------   ---------------
<S>              <C>          <C>                 <C>            <C>              <C>

           -               -         1,209,012         602,898         139,230      1,951,140

           -               -                 -               -               -          8,300

           -               -                 -        (167,156)        167,156              -

           -               -                 -       1,026,292               -      1,026,292
 -----------     -----------   ---------------    ------------  --------------   ------------

           -               -         1,209,012       1,462,034         306,386      2,985,732

           -               -                 -         (40,762)         40,762              -

  17,500,000         145,320        51,383,974     (51,520,999)              -              -

 (14,000,000)       (116,270)          116,270               -               -              -

   9,300,000          77,190           (77,190)              -               -              -

     120,000             996              (991)              -               -              -


           -               -            84,356               -               -         84,356

           -               -                 -      (9,970,329)              -     (9,970,329)

           -               -                 -      (2,840,000)              -     (2,840,000)
 -----------     -----------   ---------------    ------------  --------------   ------------

  12,920,000         107,236        52,715,431     (62,910,056)        347,148     (9,740,241)
 ===========     ===========   ===============    ============  ==============   ============

</TABLE>

         The accompanying notes are an integral part of the consolidated
                             financial statements.

                                       F-6
<PAGE>


                               eSoftBank.com, Inc.


                      Consolidated Statements of Cash Flows


                     Years Ended December 31, 1999 and 2000

================================================================================

<TABLE>

                                                           1999          2000          2000
                                                            Rmb           Rmb           US$
                                                       ------------   -----------  ------------
<S>                                                    <C>            <C>          <C>

Cash Flows from Operating Activities
     Net Income (Loss)                                    1,026,292    (9,970,329) $ (1,201,244)
                                                       ------------   -----------  ------------
     Adjustments to reconcile net income
       (loss) to net cash provided by (used in)
       operating activities
         Depreciation                                       169,273       400,808        48,290
         Amortization of product development costs          123,364       327,049        39,403
         Provision for losses on receivables -
           Customers                                              -     1,675,881       201,913
         Minority interest                                  932,280    (2,759,393)     (332,457)
         (Increase) decrease in
              Accounts receivable                          (701,500)     (302,451)      (36,440)
              Deposits and other                            (51,518)     (217,984)      (26,263)
              Costs and estimated earnings in
                excess of billings on uncompleted
                projects                                    398,692      (207,944)      (25,053)
              Repayment of advances to employees            112,323         6,483           781
         Increase (decrease) in
              Accounts payable and accrued expenses         452,450     2,434,138       293,270
              Customer deposits                             (19,347)      (64,098)       (7,723)
              Billings in excess of costs and
                estimated earnings on uncompleted
                contracts                                  (555,708)       57,890         6,975
                                                       ------------   -----------  ------------

                  Total Adjustments                        (860,309)    1,350,379       162,696
                                                       ------------   -----------  ------------

                  Net Cash Provided by (Used in)
                    Operating Activities                  1,886,601    (8,619,950)   (1,038,548)
                                                       ------------   -----------  ------------
</TABLE>

         The accompanying notes are an integral part of the consolidated
                             financial statements.

                                       F-7
<PAGE>


                               eSoftBank.com, Inc.


                      Consolidated Statements of Cash Flows

                     Years Ended December 31, 1999 and 2000

================================================================================
<TABLE>

                                                       1999            2000           2000
                                                        Rmb             Rmb            US$
                                                    -----------   -------------  -------------
<S>                                                 <C>           <C>            <C>

Cash Flows from Investing Activities
     Capital expenditures                            (257,709)     (2,571,251)    $ (309,789)
     Capitalized expenditures for product
       development costs                             (596,840)       (357,772)       (43,105)
     Purchase of long-term investment                       -      (2,800,000)      (337,349)
     Net (advances to) repayments from
       stockholders                                  (401,388)      1,485,426        178,967
                                                    -----------   -------------  -------------

                  Net Cash Used in Investing
                    Activities                     (1,255,937)     (4,243,597)      (511,276)
                                                    -----------   -------------  -------------

Cash Flows from Financing Activities
     Net short-term borrowings                              -      16,000,000      1,927,711
     Issuance of common stock                           8,300               -              -
     Net (repayments to) borrowings from directors    (44,300)      2,055,914        247,700
     Initial investment of minority stockholder             -         240,000         28,916
     Dividends                                              -      (2,840,000)      (342,169)
                                                    -----------   -------------  -------------

                  Net Cash (Used in) Provided by
                    Financing Activities              (36,000)     15,455,914      1,862,158
                                                    -----------   -------------  -------------

Net Increase in Cash                                  594,664       2,592,367        312,334

Cash, Beginning of Year                                34,687         629,351         75,825
                                                    -----------   -------------  -------------

Cash, End of Year                                     629,351       3,221,718     $  388,159
                                                    ===========   =============  =============
</TABLE>



         The accompanying notes are an integral part of the consolidated
                             financial statements.

                                       F-8
<PAGE>

                               eSoftBank.com, Inc.


                   Notes to Consolidated Financial Statements

                     Years Ended December 31, 1999 and 2000

================================================================================


1.       Organization and Principal Activities

         eSoftBank.com,  Inc. (the "Company") is incorporated  under the laws of
         the State of Utah, in the United  States of America,  and its principal
         business  activity is a 100%  investment in World  Concept  Development
         Limited  (World),  primarily  a  holding  company  for  investments  in
         operating  companies.  World  is  incorporated  under  the  laws of the
         British Virgin Islands.

         The  consolidated  financial  statements  include  the  accounts of the
         Company,  World and its  wholly  owned  subsidiary  eSoftBank  Networks
         (Shenzhen)  Co. Ltd.  (Shenzhen)  and its majority  owned  subsidiaries
         eSoftBank (Beijing) Software Systems co. Ltd. (Beijing) (80% owned) and
         SiTech Hainan Limited  (SiTech)  (52.36% owned) as more fully described
         below. All material  intercompany  balances and transactions  have been
         eliminated on consolidation.

         On March 31, 2000, Natural Way Technologies, Inc. (Natural Way) entered
         into an Exchange  agreement (the  Exchange) with 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
         affected a one for five reverse stock split and changed the name of the
         Company to eSoftBank.com, Inc. In addition, Natural Way issued warrants
         to two parties for future purchases of common stock in the Company. See
         Note 8.

         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 stockholders
         retain the majority  voting interest in the combined entity is presumed
         the acquirer.  In the current  Exchange,  the existing  stockholders 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  is that of  World  and
         subsidiaries.

         World, a development stage enterprise,  was incorporated on October 27,
         1999, in the British  Virgin  Islands.  World  incorporated  its wholly
         owned  subsidiary  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.

                                       F-9
<PAGE>
                              eSoftBank.com, Inc.


                   Notes to Consolidated Financial Statements

                     Years Ended December 31, 1999 and 2000

================================================================================

1.       Organization and Principal Activities (Continued)

         On  February  21,  2000,  World  via  Shenzhen,  acquired  9.52% of the
         outstanding  capital  of  SiTech,  a  company  related  through  common
         ownership  and  management  from  Dr.  Hongbing  Lan,  a  director  and
         stockholder 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. The custom-designed application
         represents  the primary  source of the  Company's  revenue.  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 cash consideration paid in
         these transactions was classified as a deemed dividend in the amount of
         Rmb  2,840,000.  The  consolidated  financial  statements  include  the
         results  of  operations  for  World  and its  subsidiaries  from  their
         inception.

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

         During  August of 2000,  Shenzhen  acquired  a 2.67%  interest  for Rmb
         2,800,000 in a newly  formed  entity,  whose  primary  stockholder  and
         initiator  is the Hunan  Post  Office  (governmental  agency).  The new
         entity's  development  projects  are to  include:  a postage  computing
         system,  telecommunication  technology development, a postage machinery
         manufacturing line and other various  technology  related systems.  The
         acquisition  will  be  accounted  for  at  the  lower  of  cost  or net
         realizable value.

2.       Going Concern

         The accompanying  consolidated  financial statements have been prepared
         on a going concern basis,  which contemplates the realization of assets
         and the  satisfaction  of liabilities in the normal course of business.
         As shown in the accompanying  consolidated  financial  statements,  the
         Company  incurred  a net loss of Rmb  9,970,329  during  the year ended
         December 31, 2000, and has an accumulated  deficit of Rmb 62,910,056 as
         of December 31, 2000.

                                      F-10
<PAGE>

                              eSoftBank.com, Inc.


                   Notes to Consolidated Financial Statements

                     Years Ended December 31, 1999 and 2000

================================================================================

2.       Going Concern (Continued)

         The  consolidated  financial  statements do not include any adjustments
         relating to the  recoverability  and  classification  of recorded asset
         amounts or the amounts and  classification of liabilities that might be
         necessary  should the Company be unable to continue as a going concern.
         The Company's  continuation  as a going  concern is dependent  upon its
         ability to (a) generate sufficient cash flow to meet its obligations on
         a timely basis, (b) obtain additional financing as may be required, and
         (c) ultimately sustain profitability.  Management's plan to continue as
         a going concern relies heavily on returning to  profitability  in 2001.
         This  return to  profitability  is based  upon  expense  control,  cost
         reductions,  and increased  revenue  growth.  Management  may also seek
         additional funding sources should the need arise. There is no assurance
         that management's plans will be successful or, if successful, that they
         will result in the Company continuing as a going concern.

3.       Summary of Significant Accounting Policies

         (a)  Cash

              Substantially  all of the  Company's  cash  is  held  at  Shenzhen
              Commercial  Bank as of December 31, 2000. The Company  believes it
              is not exposed to any significant credit risk on cash.

         (b)  Fixed assets and depreciation

              Fixed  assets  are stated at cost less  accumulated  depreciation.
              Depreciation  of fixed assets is calculated  on the  straight-line
              basis to write off the costs less estimated residual value of each
              asset over its estimated  useful life. The principal  annual rates
              used for this purpose are as follows:

                   Office and computer equipment               20%
                   Furniture and fixtures                      20%

              Land lease  rights in the PRC are stated at cost less  accumulated
              amortization.  Amortization  of land lease rights is calculated on
              the straight-line  basis over the lesser of their estimated useful
              life or the lease term.  The  principal  annual rate used for this
              purpose is 1.5%.


                                      F-11
<PAGE>

                              eSoftBank.com, Inc.


                   Notes to Consolidated Financial Statements

                     Years Ended December 31, 1999 and 2000

================================================================================

3.           Summary of Significant Accounting Policies (Continued)

             (c)  Product development costs

              The Company  capitalizes  costs  incurred  for the  production  of
              computer   software   developed  for  sale  to  outside   parties.
              Capitalized  costs include  direct labor and related  overhead for
              software  produced  by the  Company.  All  costs  in the  software
              development   process   which  are   classified  as  research  and
              development   are   expensed  as  incurred   until   technological
              feasibility has been established.  Once technological  feasibility
              has  been  established,  such  costs  are  capitalized  until  the
              software has completed beta testing and is generally available for
              sale.   Amortization,   a  cost  of  revenue,  is  provided  on  a
              product-by-product  basis,  using the  straight-line  method  over
              three  years,  commencing  the  month  after  the date of  product
              release.   Annually,   the  Company   reviews  and   expenses  the
              unamortized cost of any feature identified as being impaired.  The
              Company also reviews  recoverability of the total unamortized cost
              of all  features  and  software  products in relation to estimated
              relevant other revenues and, when necessary,  makes an appropriate
              adjustment to net realizable value.

              Capitalized product development costs consist of the following:

                                             1999          2000          2000
                                              Rmb           Rmb           US$
                                          -----------  -----------    ----------

              Balance, beginning of year    348,796      822,272     $   99,068
              Costs capitalized             596,840      357,772         43,105
              Costs amortized              (123,364)    (327,049)       (39,403)
                                          ---------    -----------    ----------

              Balance, end of year          822,272      852,995     $  102,770

              The accumulated  amortization of product development costs related
              to the  production of computer  software  totalled Rmb 543,971 and
              Rmb 216,922 as of December 31, 2000 and 1999, respectively.

              Included  in cost of sales  are  research  and  development  costs
              totalling  Rmb  1,113,761  and  Rmb  389,375  in the  years  ended
              December 31, 2000 and 1999, respectively.


                                      F-12
<PAGE>

                              eSoftBank.com, Inc.


                   Notes to Consolidated Financial Statements

                     Years Ended December 31, 1999 and 2000

================================================================================

3.   Summary of Significant Accounting Policies (Continued)

     (d)  Revenue recognition

     Contracts

     The Company  reports income from contracts on the  percentage-of-completion
     method of  accounting.  The  determination  of completion is based upon the
     proportion of costs incurred to total  estimated  costs for such contracts.
     Provisions for estimated  losses on  uncompleted  contracts are made in the
     period in which such  losses are  determined.  Administrative  and  general
     costs  are  expensed  in the  period  incurred  and  are not  allocated  to
     contracts in process.

     Software

     The Company  recognizes  income from the sale of computer software when the
     merchandise is shipped.

     (e)  Income taxes

     Income taxes are provided  under the  provisions  of Statement of Financial
     Accounting Standards No. 109.

     (f)  Management estimates

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  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.  Actual  results  could  differ  from those
     estimates.

     (g)  Advertising

     Advertising  is  expensed  the  first  time the  advertising  takes  place.
     Advertising  expense was Rmb  3,171,852  and Rmb 116,062 for 2000 and 1999,
     respectively.

     (h)  Foreign currency translation

     Foreign  currency  transactions   denominated  in  foreign  currencies  are
     translated  into  Renminbi  (Rmb)  at the  respective  applicable  rates of
     exchange. Monetary assets and liabilities denominated in foreign currencies
     are translated  into Rmb at the applicable  rate of exchange at the balance
     sheets date. The resulting exchange gains or losses are credited or charged
     to the statements of income.


                                      F-13
<PAGE>

                              eSoftBank.com, Inc.


                   Notes to Consolidated Financial Statements

                     Years Ended December 31, 1999 and 2000

================================================================================

3.       Summary of Significant Accounting Policies

         (h)  Foreign currency translation (Continued)


              Translation  of amounts from Rmb into United States  dollars (US$)
              for the  convenience  of the reader  has been made at the  unified
              exchange rate (see Note 12) on December 31, 2000 of US$ 1.00:  Rmb
              8.30.  No  representation  is made that the Rmb amounts could have
              been or could be  converted  into  US$ at that  rate on the  above
              dates or at any other date.

         (i)  Fair value of financial instruments

              The carrying amounts of certain financial  instruments,  including
              cash,  accounts  receivable and accounts payable approximate their
              fair  values  as of  December  31,  2000 and 1999  because  of the
              relatively  short-term  maturity  of these  instruments.  The fair
              value of the  Company's  related  party  receivables  and payables
              cannot be determined due to the nature of the transactions.

         (j)  Related party

              A related  party is an entity  that can  control or  significantly
              influence the  management or operating  policies of another entity
              to the extent one of the entities may be prevented  from  pursuing
              its own  interests.  A  related  party  may also be any  party the
              entity deals with that can exercise that control.

         (k)  Earnings per share

              Basic and diluted net earnings  (loss) per share were  computed in
              accordance  with SFAS No. 128,  "Earnings  per  Share."  Basic net
              earnings per share is computed by dividing net earnings  available
              to common shareholders  (numerator) by the weighted average number
              of common shares outstanding  (denominator)  during the period and
              excludes  the  dilutive  effect of stock  options and  convertible
              debentures.  Diluted net  earnings  per share gives  effect to all
              dilutive  potential common shares  outstanding during a period. In
              computing  diluted net earnings per share, the average stock price
              for the period is used in determining the number of shares assumed
              to be reacquired under the treasury stock method from the exercise
              of stock  options  and the if  converted  method  to  compute  the
              dilutive effect of convertible debentures.

              The  9,300,000  shares  issued as  consideration  for the  reverse
              merger are considered outstanding for all periods presented.

                                      F-14
<PAGE>

                              eSoftBank.com, Inc.


                   Notes to Consolidated Financial Statements

                     Years Ended December 31, 1999 and 2000

================================================================================

3.   Summary of Significant Accounting Policies (Continued)

         (l)  New accounting pronouncements

              In June 1998,  the  Financial  Accounting  Standards  Board issued
              Statement  of  Financial  Accounting  Standards  No. 133 (SFAS No.
              133),   "Accounting   for  Derivative   Instruments   and  Hedging
              Activities."  SFAS No. 133 requires  companies  to  recognize  all
              derivative  contracts  as  either  assets  or  liabilities  in the
              balance  sheets  and to  measure  them at fair  value.  If certain
              conditions are met, a derivative may be specifically designated as
              a hedge,  the objective of which is to match the timing of gain or
              loss recognition on the hedging derivative with the recognition of
              (i) the changes in the fair value of the hedged asset or liability
              that are  attributable  to the  hedged  risk or (ii) the  earnings
              effect of the hedged forecasted transaction.  For a derivative not
              designated as a hedging instrument, the gain or loss is recognized
              as income in the period of change. SFAS No. 133 as amended by SFAS
              No. 137 is  effective  for all  fiscal  quarters  of fiscal  years
              beginning  after June 15,  2000.  Based on its current and planned
              future activities relative to derivative instruments,  the company
              believes  that  the  adoption  of SFAS  No.  133  will  not have a
              significant effect on its financial statements.

              On December 3, 1999, the SEC issued Staff Accounting Bulleting 101
              (SAB 101), "Revenue Recognition in Financial  Statements." SAB 101
              summarizes some of the SEC's interpretations of the application of
              generally accepted accounting  principles to revenue  recognition.
              Revenue  recognition under SAB 101 was initially effective for the
              Company's first quarter 2000 financial  statements.  However,  SAB
              101B, which was released on June 26, 2000, delayed adoption of SAB
              101 until no later than the fourth fiscal quarter of 2000. Changes
              resulting  from SAB 101 require that a  cumulative  effect of such
              changes for 1999 and prior years be recorded as an  adjustment  to
              net income on January 1, 2000, plus an adjustment of the statement
              of  operations  for the  three  months  ended  in the  quarter  of
              adoption.

              The Company believes that its revenue recognition practices are in
              substantial  compliance  with SAB 101 and that the adoption of its
              provisions was not material to its annual or quarterly  results of
              operations.


                                      F-15
<PAGE>
                              eSoftBank.com, Inc.


                   Notes to Consolidated Financial Statements

                     Years Ended December 31, 1999 and 2000

================================================================================

4.       Taxation

         The Company is subject to PRC business tax at the applicable  effective
         tax rate (5% for both 2000 and 1999) for income  derived from  services
         rendered.

         The  Company  enjoyed  profits tax  exemptions  for two years from 1997
         which  was  the  first  adjusted-for-tax  profitable  year  and  a  50%
         reduction  on the  standard  tax rate of 15% for the three  consecutive
         years in accordance with provincial and national regulations on certain
         industries.

         It is management's intention to reinvest all the income attributable to
         the Company as earned by its  operations,  outside  the United  States.
         Accordingly, no United States corporate income taxes have been provided
         in these financial statements.

         Under the current law of the British Virgin Islands,  any dividends the
         Company may  distribute  in the future,  and capital gains arising from
         the Company's  investments are not subject to income tax in the British
         Virgin Islands.

5.       Fixed Assets
<TABLE>
                                                  1999             2000            2000
                                                   Rmb              Rmb             US$
                                              -------------   -------------    -------------
        <S>                                   <C>              <C>             <C>

         Cost
             Land lease rights                      211,225         211,225           25,449
             Leasehold improvements                       -         330,865           39,863
             Furniture and office equipment         160,252         683,411           82,339
             Automobiles                                  -         662,173           79,780
             Computer equipment                   1,020,052       2,075,105          250,013
                                              -------------   -------------    -------------

                                                  1,391,529       3,962,779          477,444
                                              -------------   -------------    -------------

         Less:  Accumulated Depreciation and
                    Amortization
             Land lease rights                       16,960          18,390            2,216
             Leasehold improvements                       -          21,396            2,578
             Furniture and fixtures                  53,468         286,184           34,480
             Automobiles                                  -          95,800           11,542
             Computer equipment                     561,568         611,033           73,618
                                              -------------   -------------    -------------

                                                    631,996       1,032,803          124,435
                                              -------------   -------------    -------------

         Net book value                             759,533       2,929,976          353,009
</TABLE>


         The land  lease  rights  are held in the PRC for 67 years from March 1,
1995.


                                      F-16
<PAGE>
                              eSoftBank.com, Inc.


                   Notes to Consolidated Financial Statements

                     Years Ended December 31, 1999 and 2000

================================================================================

6.       Costs and Estimated Earnings on Uncompleted Contracts
<TABLE>

                                                      1999          2000        2000
                                                       Rmb           Rmb         US$
                                                     ----------   ----------  -----------
<S>                                                  <C>           <C>         <C>

         Costs incurred on uncompleted contracts              -      676,313       81,483
         Estimated earnings                                   -      710,291       85,577
                                                     ----------   ----------  -----------

                                                              -    1,386,604      167,060

         Less billings to date                                -   (1,236,550)    (148,982)
                                                     ----------   ----------  -----------

                                                              -      150,054       18,078

         Included  in  the  accompanying  balance
         sheets  under  the  following captions:
             Costs and estimated earnings in
                excess of billings on uncompleted
                contracts                                     -      207,944       25,053
             Billings in excess of costs and
                estimated earnings on uncompleted
                contracts                                     -      (57,890)      (6,975)
                                                     ----------   ----------  -----------

                                                              -      150,054       18,078
</TABLE>

7.       Short-Term Borrowings - Bank

         As of December  31,  2000,  the company was  obligated  under a line of
         credit with Shenzhen  Commercial  Bank for Rmb  16,000,000.  Borrowings
         under this line of credit  bear  interest  at 5.36% and are  secured by
         3,193,660  shares of stock in the Company owned by Dr. Hongbing Lan. As
         of December 31, 2000, no additional  borrowings  were available on this
         line of  credit.  The  agreement  expires  on May 29,  2001,  but it is
         management's  expectation  that this  agreement  will be renewed by the
         bank  or  that a  similar  arrangement  with  another  lender  will  be
         concluded.

                                      F-17
<PAGE>
                              eSoftBank.com, Inc.


                   Notes to Consolidated Financial Statements

                     Years Ended December 31, 1999 and 2000

================================================================================

8.       Warrants

         In  connection  with the  Exchange  agreement  between  Natural Way and
         World,  Natural Way issued stock warrants to Pacific Winner Development
         Limited (Pacific), owned by Dr. Hongbing Lan, and World Concept Holding
         Limited (World Holding),  an unrelated third party, for the purchase of
         shares of common stock in the Company for the following terms:

<TABLE>

                                                     Warrants       Exercise
                                                     Granted         Price              Term
                                                  -------------   ------------   -------------------
        <S>                                       <C>             <C>            <C>

         Pacific                                    2,400,000         $3.00       1/31/00 - 1/30/01
                                                    1,600,000         $4.00       1/31/01 - 1/31/02
                                                    1,600,000         $5.00       1/31/02 - 1/31/03

         World Holding                                600,000         $3.00       1/31/00 - 1/31/01
                                                      400,000         $4.00       1/31/01 - 1/31/02
                                                      400,000         $5.00       1/31/02 - 1/31/03
</TABLE>


9.       Related Party Balances and Transactions
<TABLE>

              Name of related party                  Existing relationship with the Company
         ----------------------------------         -------------------------------------------
         <S>                                        <C>


         SiTech Holding (Hainan) Company Limited     Common ownership - Dr. Hongbing Lan

         Dr. Hongbing Lan                            Director and stockholder
</TABLE>

<TABLE>

           Name of parties and                          1999       2000         2000
           nature of transactions                       Rmb         Rmb          US$
           ----------------------                   -----------  ----------   ----------
          <S>                                       <C>          <C>          <C>

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

         SiTech Holding (Hainan) Company
           Limited - Cash advances                  1,485,426             -          -
</TABLE>


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

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


                                      F-18
<PAGE>
                              eSoftBank.com, Inc.


                   Notes to Consolidated Financial Statements

                     Years Ended December 31, 1999 and 2000

================================================================================

10.      Reserve Funds

         In accordance  with the PRC  Companies  Law, the Company is required to
         transfer a percentage  of its profit after  taxation,  as determined in
         accordance  with  PRC  accounting  standards  and  regulations,  to the
         surplus  reserve funds.  The surplus reserve funds are comprised of the
         statutory surplus reserve fund and the public welfare fund.  Subject to
         certain  restrictions  set out in the PRC Companies  Law, the statutory
         surplus  reserve fund may be distributed to stockholders in the form of
         share bonus issues and/or cash  dividends.  The public  welfare fund is
         nondistributable  and must be used for  capital  expenditures  on staff
         welfare facilities.

11.      Major Customers

         For the  year  ended  December  31,  2000,  sales  to a major  customer
         amounted to more than 10% of total  sales.  The amount of revenue  from
         the customer was Rmb  5,985,185.  For the year ended December 31, 1999,
         there were two such customers and the revenue from each amounted to Rmb
         1,955,000, and Rmb 800,000. There were no receivable balances for major
         customers as of December 31, 2000 and 1999.

12.      Operating Risks

         (a)   Country risk

               As substantially  all of the Company's  activities were conducted
               in the PRC, 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, among others, the political,  economic and
               legal environments and foreign currency  exchange.  The Company's
               results may be adversely affected by changes in the political and
               social  conditions  in the PRC,  and by changes  in  governmental
               policies  with  respect  to laws  and  regulations,  inflationary
               measures,  currency  conversion and remittance  abroad, and rates
               and methods of  taxation,  among other  things.  In  addition,  a
               significant   portion  of  the   Company's   prior   revenue  was
               denominated in Rmb, which must be converted into other currencies
               before  remittance  outside the PRC.  Both the  conversion of Rmb
               into foreign  currencies and the remittance of foreign currencies
               abroad require approvals of the PRC government.

         (b)   On January 1, 1994, the PRC  government  introduced a single rate
               of exchange as quoted  daily by the  Peoples'  Bank of China (the
               Unified Exchange Rate).

               The  quotation  of  the  exchange   rates  does  not  imply  free
               convertibility  of Rmb into Hong Kong  dollars  or other  foreign
               currencies.  All foreign exchange  transactions  continue to take
               place either  through the  Peoples'  Bank of China or other banks
               authorized  to buy and sell  foreign  currencies  at the exchange
               rates quoted by the Peoples'  Bank of China.  Approval of foreign
               currency  payments  by  the  Peoples'  Bank  of  China  or  other
               institutions  requires  submitting  a  payment  application  form
               together with suppliers' invoices,  shipping documents and signed
               contracts.

                                      F-19
<PAGE>
                              eSoftBank.com, Inc.


                   Notes to Consolidated Financial Statements

                     Years Ended December 31, 1999 and 2000

================================================================================

13.      Supplemental Disclosures of Cash Flow Information

                                              1999        2000          2000
                                              Rmb         Rmb           US$
                                           ----------   ---------    ----------

            Cash payments of taxes          36,176       599,749       72,259
            Cash payments of interest            -       497,640       59,957


                                      F-20