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, 1999

[ ]  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

                         NATURAL WAY TECHNOLOGIES, 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: 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 $0.

     As of April 12, 2000,  12,800,000  shares of common stock of the Registrant
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 $8,750,000.

                       DOCUMENTS INCORPORATED BY REFERENCE

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

                                TABLE OF CONTENTS

                                                                          Page
                                                                         -------

PART I

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

PART II

         ITEM 5.  MARKET FOR COMMON EQUITY AND
                  RELATED STOCKHOLDER MATTERS.........................     3
         ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS................     3
         ITEM 7.  FINANCIAL STATEMENTS................................     4
         ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                  ON ACCOUNTING AND FINANCIAL DISCLOSURE..............     4

PART III

         ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
                  AND CONTROL PERSONS; COMPLIANCE WITH
                  SECTION 16(a) OF THE EXCHANGE ACT...................     4
         ITEM 10. EXECUTIVE
                  COMPENSATION........................................     5
         ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                  OWNERS AND MANAGEMENT...............................     5
         ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
                  TRANSACTIONS........................................     6
         ITEM 13. EXHIBITS AND REPORTS OF FORM
                  8-K.................................................     6

                  SIGNATURES..........................................     7

                  FINANCIAL STATEMENTS................................   F-1
<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

General

     Natural Way Technologies, Inc. was incorporated under the laws of the State
of Nevada on May 4, 1988. The Company was formed to review and make  investments
or seek business opportunities in any industry.

     On June 30, 1996,  the Company  entered into an agreement  with  Beautimate
Group Limited ("BGL"; a company  incorporated in the British Virgin Islands) and
Ongoing Limited ("OL"; a company  incorporated in the British Virgin Islands) to
acquire from them 100% interest in China  Medical  Development  Company  Limited
("CMDC";  a company  incorporated  in the British Virgin Islands) by agreeing to
issue to (i) BGL  7,000,000  shares of common stock and (ii)  100,000  shares of
Series B supervoting  preferred stock. In addition BGL received 7,000,000 shares
of Class A warrants,  7,000,000  shares of Class B warrants and 7,000,000 shares
of Class C warrants. The warrants however, were subsequently canceled.

     On March 6, 1996,  CMDC entered into a joint venture  agreement with Dunhua
Huakang  Pharmaceutical Plant ("DHPP") to establish a sino-foreign joint venture
in the People's  Republic of China ("the PRC") - Dunhua  Huakang  Pharmaceutical
Co. Ltd. ("DHPC").  Pursuant to this joint venture agreement,  CMDC was required
to contribute to DHPC cash of $4,200,000 as its capital  contribution  for a 70%
equity  interest  in DHPC,  while DHPP was  required to  contribute  to DHPC its
production  plant,  including  buildings and machinery,  with an agreed value of
$1,800,000 as its capital  contribution for a 30% equity interest in DHPC. As of
June  30,  1996,  CMDC  had  contributed  $3,000,000  into  DHPC as its  capital
contribution while the remaining $1,200,000 was to be paid on or before March 5,
1997.

     DHPC succeeded to the business of manufacturing formulated Chinese medicine
which was previously undertaken by DHPP. In connection with the establishment of
DHPC,  DHPP  delivered to CMDC a guarantee  that the annual net income after tax
(as determined  under  generally  accepted  accounting  principles in the United
States of America) of DHPC for each of its first four years of operations  would
not be less than 25% of the net assets  employed by DHPC.  In the event that the
net income of DHPC was below the  guaranteed  amount,  DHPP agreed to reallocate
all or a portion  of its  entitlement  to the net income of DHPC to CMDC or make
payment to CMDC so as to cover any shortfall with respect to CMDC's share of the
net income.  In addition,  DHPP transferred to DHPC additional  operating assets
and liabilities with an estimated value of  approximately  $4,288,000 for a note
receivable  which bears  interest  at an annual  rate of 5.5%.  DHPP also gave a
guarantee to CMDC to transfer DHPP's accounts receivable as of December 31, 1995
back to DHPP if such accounts  receivable  were not realized in cash by June 30,
1997.

     The other key provisions of the joint venture agreement included:


     -    The joint  venture  would run for 30 years  from  March  1996 to March
          2026;


     -    The  profit  and loss  sharing  ratio  is the  same as the  respective
          percentage of equity and interest; and


     -    The  Board  of  Directors  consisted  of  seven  members,   with  four
          designated by CMDC and three designated by DHPP.

     In  addition  to the  foregoing,  a deposit of  $1,400,000  was paid by the
Company to China Food and Beverage  Industrial  Co. Limited  ("CFBI";  a related
company  which is owned  and  controlled  by Yiu Yat  Hung,  a  director  of the
Company) to allow the Company an exclusive right to ascertain the feasibility of
acquiring  not less than 50% of the  share  capital  of CFBI.  The  Company  was
required to make an investment decision by March 31, 1997. In the event that the
Company  decided  not to  invest,  CFBI  agreed  to repay the  deposit  in full,
together with accrued interest commencing from January 1, 1997 at 8% per annum.


                                       1
<PAGE>

     During the year ended December 31, 1996, the Company issued 6,000 shares of
Series A convertible and redeemable  preferred stock, par value $0.001 each, for
$6,000,000.  Each share of the Series A  convertible  and  redeemable  preferred
stock is convertible  into the lesser of (i) 1,000 shares or (ii) $1,000 divided
by the average  closing market price of the Company's  common stock for the five
days immediately preceding the date of conversion,  of shares of common stock of
the Company.  The  outstanding  convertible  and redeemable  preferred  stock is
redeemable  at the option of the Company at any time after  December 31, 1997 by
giving ten days  notice at a price  equal to $1,000  per share plus any  accrued
dividend.  In 1997,  2,300 Series A convertible and redeemable  preferred shares
were converted into common stock.

     On June 6, 1997,  the Company  executed a Termination  Agreement  effective
retroactively  to January 1, 1997  whereby the Company  divested its interest in
CMDC in return for the 7,000,000  shares of common stock and the 100,000  shares
of Series B supervoting preferred stock originally issued in the Exchange.  This
transaction  has been accounted for as a discontinued  operation and the results
of operations have been excluded from continuing operations in the statements of
operations for calendar year 1997.

     On March 31, 2000, the Company approved a one for five reverse split of its
common  shares,  acquired  all of the  issued  and  outstanding  shares of World
Concept  Development  Limited for 9,300,000 post reverse split common shares and
changed its name to sSoftbank.com, Inc.

     eSoftbank.com,  Inc.  ("eSoftbank.com"  or "Company") is a leading software
development  company  in China.  Its  focus is on  various  e-commerce,  network
management and resource control systems for business and government enterprises.
Converting   leading  edge  software   technologies   into   web-based   service
technologies,  eSoftbank.com is an on-line  professional  software  exchange and
collaborative  platform  recently  launched by the Company.  As one of the first
Application  Service  Providers (ASP) in China,  eSoftbank.com is an interactive
and integrated virtual software community offering technical databank, knowledge
exchange, job subcontracting, software testing and supportive services.

     eSoftbank.com  currently owns 100% of the  outstanding  shares of eSoftbank
Network  Systems  (Shenzhen) Co. Ltd., 80% of eSoftbank  (Beijing)  Software Co.
Ltd. and 52.3% of SiTech Hainan Ltd.

     eSoftbank  Network  Systems serves as the company's head office in Shenzhen
and serves as the base for exploring strategic partnerships, as well as business
venture and investment  opportunities in the information  technology industry in
China.

     eSoftbank Software System Company has developed the collaborative  software
website,  eSoftbank.com.  This business-to-business portal establishes a dynamic
virtual  community that provides an  infrastructure  of  productivity  tools and
services to  facilitate a  collaborative  effort among a worldwide  community of
software developers.  eSoftbank.com consists of: an interactive learning center,
a software  collaborative center, a credit assessment center, a virtual software
workspace and a human resource center.

     Software developers come to eSoftbank.com looking for project participation
and knowledge  sharing.  Companies that would like to subcontract their projects
to independent  software engineers or software companies find that eSoftbank.com
provides a cost effective and efficient  collaborative,  job matching  platform.
For independent software engineers and Software Companies,  eSoftbank.com offers
a good source of business  opportunities and the virtual web space and resources
for them to achieve better performance.

     Revenues from  eSoftbank.com  are principally  derived from  commissions on
transaction  volume  consummated  on the platform,  as well as,  handling  fees,
service charges for software engineering and technical support services.

     SiTech  Hainan  Ltd.  Offers a wide  range of package  and  custom-designed
Internet-related  software  applications,  and control network systems under the
registered  brand  name of  SiTech2000.  SiTech2000  is an  integrated  Internet
software  package,  which consists of a variety of modules catering to different
functions in an organization,  such as, management  information systems,  office
automation, financial management and e-commerce.

                                       2
<PAGE>

ITEM 2. DESCRIPTION OF PROPERTIES

     During 1999,  The Company  operated  from an office suite at Rm. 2211 2215,
Science and Technology Building,  No. 1001,  Shangbuzhong Road, Fution District,
Shenzhen,  PRC. With the acquisition of World Concept Development  Limited,  the
Company has relocated to Rm. 2111, Flat A, United Plaza, 5022 Binhe Main Street,
Futian District, Shenzhen PRC 518026.

     The  Company  believes  that its  properties  are  adequate  to support its
current operations.

ITEM 3. LEGAL PROCEEDINGS

     Management is not aware of any pending or threatened litigation against the
Company.

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

     No matters were submitted to a vote of the Company's  stockholders  through
the  solicitation  of proxies,  or otherwise,  during the fourth  quarter of the
Company's fiscal year ended December 31, 1999.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

     The  Company's  Common Stock is traded in the over-the  counter on the NASD
Electronic  Bulletin Board.  Trading in the Company's  Common Stock is extremely
limited and sporadic, and there is no current market in the Company's stock. The
Company's  stock trades under the symbol NWYT until April 6, 2000,  when because
of its name change, the symbol was changed to ESFB.

Record Holders

     As of April 12, 2000,  there were  approximately  300 record  owners of the
Common Stock of the Company.

Dividends

     The  Company  has never  declared  or paid any cash  dividend on its Common
Stock and does not expect to declare or pay any such dividend in the foreseeable
future.

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

Material Changes in Results of Operations

     The Company had no operations for the year ended December 31, 1998. For the
year ended December 31, 1999, the Company had no revenues, but incurred $274,000
in expenses to bring all of its audits,  United States  Securities  and Exchange
Commission  (SEC)  filings  and its state  filings  current.  During  July 1999,
10,900,000  shares of common stock were issued to  Beautimate  Group Limited and
various related parties who contributed the $274,000 on behalf of the Company.

Material Changes in Financial Condition, Liquidity and Capital Resources

     During 1999,  the Company issued  10,900,000  shares of its common stock to
various parties who  contributed  $274,000 on behalf of the Company to bring its
audits,  SEC filings and state  filings  current.  In addition,  3,100 shares of
Series A Convertible  Preferred  Stock was converted  into  3,100,000  shares of
common stock.

                                       3
<PAGE>

     Because  of the  acquisition  of  World  Concept  Development  Limited  and
subsidiaries  on March 31, 2000, it is difficult to predict the  Company's  need
for capital over the next twelve months.  However, it is likely that the Company
may require additional financing or equity to fully implement its business plan.

ITEM 7. FINANCIAL STATEMENTS

     The  consolidated  financial  statements of the Company,  together with the
independent auditors' report thereon of Blackman Kallick Bartelstein LLP appears
on pages F-2 through F-10 of this report.  See Index to Financial  Statements on
page F-1 of this report.

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

     Following  the  execution  of the  Termination  Agreement  in 1997,  Arthur
Andersen  resigned  as  independent  accountants  and  the  Company's  Board  of
Directors  selected  Blackman  Kallick  Bartelstein  LLP as its new  independent
accountant.

     Arthur  Andersen & Co.  reports on the financial  statements of the Company
for the fiscal years ended December 31, 1995 and 1996 contain no adverse opinion
or disclaimer  of opinion and were not qualified or modified as to  uncertainty,
audit scope, or accounting principles.  In connection with its audits for fiscal
years 1995 and 1996 there were no  disagreements  with Arthur  Andersen & Co. on
any  matter  of  accounting   principles  or  practices,   financial   statement
disclosure, or auditing scope or procedure,  which disagreements if not resolved
to the  satisfaction  of Arthur  Andersen  & Co.  would  have  caused it to make
reference thereto in its reports on the financial statements for such years.

     The  information  described  above  regarding  the  resignation  of  Arthur
Andersen  & Co. as its  independent  accountant  and select  Blackman  Kallick &
Bartelstein  LLC as its new  independent  accountants,  along with a letter from
Arthur  Andersen  & Co.  stating  that it  agrees  with  the  above  information
regarding the Company's change of accountants, was fully disclosed in a Form 8-K
filed with the SEC.

                                    PART III

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

     Information Regarding Present Directors and Executive Officers

     The following table sets forth the names and ages of the executive officers
and  directors  of the Company and the  positions  held by each.  These  persons
assumed their positions as a result

 Name                Age      Title
------              -----    -------
Dr. Lan Hong Bin     33      Chairman, Chief Executive Officer and Director
Mr. Gao Xinmin       62      Chief Scientist and Director
Fa Ding Liu          46      Secretary / Chief Financial Officer and Director

     Each of the  directors  has been  elected  to serve  until the next  annual
meeting  of  the  directors  by  the  shareholders  or  until  their  respective
successors have been duly elected and shall have qualified.

     Dr. Lan Hong was elected as Chairman,  Chief Executive Officer and Director
on March 31, 2000 as a result of the  acquisition  of World Concept  Development
Limited.  Dr. Lan is the founder and General  Manager of Sitech Hainan  Limited.
Dr. Lan received his doctrate in System Engineering form Huazhong  University in
Wuhan and has done post graduate work at Qinghua University, Beijing.

                                       4
<PAGE>

     Mr. Gao Xinmin was elected to the Board of Directors and appointed as Chief
Scientist  on March 31,  2000 as a result of the  acquisition  of World  Concept
Development Limited.  From 1994-98, he was the director of the State Information
Centre.  He is  currently  the  Vice  Chairman  of  China  Information  Industry
Association. Mr. Gao holds a degree from Stalingrad University.

     Mr. Fa Ding Liu was  elected to the Board of  Directors  and  appointed  as
Secretary  and Chief  Financial  Officer  on March  31,  2000 as a result of the
acquisition of World Concept  Development Limited Since 1995. Mr. Liu has served
as president of AE Capital  Markets,  Inc.  (formerly China Southern  Securities
Corp.).  Mr.  Liu  holds an MBA from  China  Science  &  Technology  University,
Beijing.

Information Regarding Nominees for Election as Directors

     All of the  present  directors  have  been  nominated  for  re-election  as
directors at the Company's next annual shareholders' meeting.

ITEM 10. EXECUTIVE COMPENSATION

     No  compensation  has been paid to any officer,  director or control person
during the prior three years.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table  is  furnished  as of April  12,  2000,  to  indicate
beneficial  ownership by the Company's  common stock by (1) each  shareholder of
the Company who is known by the Company to be a beneficial owner of more than 5%
of the Company's  common stock (2) each  director,  nominee and named officer of
the Company,  individually, and (3) all officers and directors of the Company as
a group.  The  information  set out in the following  table was supplied by such
persons.

                                             Number of Shares
Name and address of Beneficial Owner (1)    Beneficially Owned (2)    Percent
----------------------------------------    ----------------------    -------
Dr. Lan Hong Bin                                5,781,460              45.17 %
Flat A, United Plaza
5022 Binhe Main Street
Futian District Shenzhen, PRC 518026
                                                        -                  -
Mr. Gao Xin
Flat A, United Plaza
5022 Binhe Main Street
Futian District Shenzhen, PRC 518026
                                                        -                  -
Fa Ding Liu
17 State Street, 26th Floor
New York, NY 10004
                                              ------------    -----------------
All officers and directors as a group
  (3 persons)                                   5,781,460              45.17 %
                                              ============    =================
Pacific Winner Development Limited (1)          4,193,660              32.76 %
Best Asia Investment Limited                      747,200               5.84 %
Asia Concept Investment Limited                   840,600               6.57 %
China Enterprise Federation                       672,480               5.25 %
World Concept Holding Limited                   1,120,800               8.76 %
Metrolink Holdings Limited (1)                    790,000               6.19 %

1.   Unless  otherwise  noted,  each person or entity  identified  posseses sole
     voting and  investment  power with respect to the shares shown opposite the
     name of such person or entity.

2.   Shares of these  companies  are deemed  beneficially  owned by Dr. Lan Hong
     Bin.

                                       5
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     During 1999 an entity  controlled by the then  president of the Company and
certain related individuals  contributed $274,000 to the Company in exchange for
10,900,000  shares of common stock. In addition,  an affiliated  company of then
then  president  converted  3,100  Series A  Convertible  Preferred  Stock  into
3,100,000 shares of common stock of the Company.

                                     PART IV

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

Exhibit
Number                     Description of Exhibit
-------                    -----------------------
 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)
 4.1    Certificate of Designation for Series A Convertible Preferred Shares (1)
 21.1*  Subsidiaries of Registrant
 27.1*  Financial Data Schedule

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

*    Filed herewith

(1)  Incorporated  by  reference  to the  respective  exhibits  filed  with  the
     Company's  Quarterly  Report on Form 10-QSB for the quarter ended September
     30, 1996.

(b)  Reports on Form 8-K

     None


                                       6
<PAGE>

                                   SIGNATURES

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

                                                 NATURAL WAY TECHNOLOGIES, INC.



                                                 By: /s/ Dr. Lan Hong Bin
                                                    ------------------------
                                                     Dr. Lan Hong Bin
                                                     Chief Executive Officer

Dated: April 13, 2000

     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.


    Signature                Title                                   Date
  --------------            -------                                 ------


 /s/ Dr. Lan Hong Bin       Chairman, Chief Executive Officer
------------------------    and Director                        April 13, 2000
Dr. Lan Hong Bin


 /s/ Jin Hui Juan            Secretary, Chief Financial and
------------------------     Accounting Officer and Director    April 13, 2000
Jin Hui Juan


 /s/ Yao Su Zhen             Director                           April 13, 2000
------------------------
Yao Su Zhen


                                       7
<PAGE>

                         NATURAL WAY TECHNOLOGIES, INC.

                          Index to Financial Statements


                                                                           Page
                                                                          ------

Independent Auditor's Report                                               F-2

Balance Sheets as of December 31, 1998 and 1999                            F-3

Statements of Operations for the Years Ended
 December 31, 1998 and 1999                                                F-4

Statements of Cash Flows for the Years Ended
 December 31, 1998 and 1999                                                 F-5

Statements of Changes in Stockholders' Equity for the Years
 Ended December 31, 1998 and 1999                                          F-6

Notes to Financial Statements                                        F-7 - F-10



                                       F-1
<PAGE>


                          INDEPENDENT AUDITOR'S REPORT


Stockholders and the Board of Directors
Natural Way Technologies, Inc.


We have audited the  accompanying  balance  sheets of Natural Way  Technologies,
Inc.  ("the  Company")  as of  December  31,  1998  and  1999,  and the  related
statements of operations, changes in stockholders' equity and cash flows for the
years ended  December  31, 1998 and 1999.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Natural Way Technologies,  Inc.
as of December 31, 1998 and 1999, and the results of its operations and its cash
flows  for the years  ended  December  31,  1998 and 1999,  in  conformity  with
generally accepted accounting principles in the United States of America.





Chicago, Illinois
March 25, 2000, except for Note 7, as to
 which the date is March 27, 2000              Blackman Kallick Bartelstein, LLP




                                       F-2
<PAGE>



                         NATURAL WAY TECHNOLOGIES, INC.
                                 BALANCE SHEETS
                        AS OF DECEMBER 31, 1998 AND 1999

<TABLE>

                                                       1998                   1999
                                                      -------                ------
                                                      Rmb'000        Rmb'000         US$'000
<S>                                                  <C>            <C>             <C>

ASSETS

     Total assets                                           0              0                 0
                                                     ========        ========        =========

LIABILITIES AND STOCKHOLDERS' EQUITY

     Accounts payable and
      total current liabilities                             0            680                82
                                                     --------        --------        ---------
Stockholders' equity (deficit):
Preferred stock, Series A convertible
 and redeemable, par value US$0.001;
 issued and  outstanding  - 3,700 and 600 shares
 as of December 31, 1998 and 1999, respectively             -              -                -

Preferred stock, Series C
convertible and redeemable,
par value US $0.001; issued
and outstanding - nil as of
December 31, 1998 and 1999                                  -              -                -

Common stock, par value US$0.001;
 issued and outstanding - 3,500,000 and
 17,500,000 shares as of December 31,
 1998 and 1999, respectively                               29            145                17

Additional paid-in capital                             49,214         51,376             6,190
Less receivable from stockholder                            -           (680)              (82)
Accumulated deficit                                   (49,243)       (51,521)           (6,207)
                                                     ---------       --------        ---------

     Total stockholders' equity                             0           (680)              (82)
                                                     ---------       --------        ---------
     Total liabilities and
      stockholders' equity                                  0              0                 0
                                                     ========        ========        =========

</TABLE>



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

                                       F-3
<PAGE>

                         NATURAL WAY TECHNOLOGIES, INC.
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1999

                                      1998                     1999
                                    Rmb '000         Rmb '000          US$ '000
                                   ----------       ----------        ----------
General and administrative
   expenses                             -             (2,278)            (274)
                                   --------          ---------         --------

Net loss                                -             (2,278)            (274)
                                   ========          =========         ========
Loss per common share-


      Total-Basic                       -              (.17)
                                   ========          =========
      Total-Diluted                     -              (.17)
                                   ========          =========






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

                                       F-4
<PAGE>



                         NATURAL WAY TECHNOLOGIES, INC.

                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1999

                                            1998                 1999
                                          Rmb '000      Rmb '000       US$ '000
                                         ----------    ----------     ----------

Cash flows from operating activities:
Net loss                                      -          (2,278)          (274)
Adjustment to reconcile net
 loss to net cash
 provided by operating activities

    Expense reimbursement through
     issuance of common stock                 -           2,278            274
                                         --------       ---------       --------
Net cash provided by operating
 activities                                   -               -              -
                                         --------       ---------       --------
    Net increase in cash                      -               -              -

Cash as of beginning of year                  -               -              -
                                         --------       ---------       --------
Cash as of end of year                        -               -              -
                                         ========       =========       ========

Noncash Investing and Financing Activities:

 1999
------

During July 1999, 10,900,000 additional shares of common stock were issued at an
average price of US$0.025 per share as reimbursement to Beautimate Group Limited
and various related party  individuals for the payment of professional  fees, on
the  company's  behalf.  As of December 31,  1999,  US$82,000 of these fees were
included in accounts payable.  A receivable from a stockholder was also recorded
against  legal  capital at the same amount,  to reflect the fees not yet paid by
that  stockholder  during 1999.  Such fees were paid  subsequent to December 31,
1999.

During July 1999,  3,100 shares of Series A  Convertible  Preferred  stock,  par
value US$0.001, were converted to 3,100,000 shares of common stock.






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

                                       F-5
<PAGE>



                         NATURAL WAY TECHNOLOGIES, INC.

                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1999

<TABLE>

                         Series A
                        Convertible          Series B
                      and Redeemable        Supervoting
                      Preferred Stock     Preferred Stock        Common Stock      Additional                            Cumulative
                    Number of           Number of              Number of           Paid-in     Dedicated   Accumulated   Translation
                    Shares      Amount  Shares      Amount    Shares      Amount   Capital     Capital     Deficit       Adjustments
                    ---------- ------- ----------   -------  ----------  --------  ----------  ---------  -------------  -----------
                                Rmb                 Rmb                    Rmb      Rmb '000    Rmb '000    Rmb '000      Rmb '000
<S>                   <C>      <C>      <C>        <C>       <C>         <C>        <C>         <C>        <C>           <C>


Balance as
  of December 31,
  1998                 3,700      31       -          -      3,500,000   29,120      49,214       -         (49,243)         -

Conversion of
  Series A preferred
  stock to common
  stock               (3,100)    (26)      -          -      3,100,000   25,730         (26)      -               -          -

Issuance of common
  stock                    -       -       -          -     10,900,000   90,470       2,188       -               -          -

Net loss                   -       -       -          -              -        -           -       -          (2,278)         -
                     --------  ------    -----     ------  -----------  --------    ---------   -----       --------       -----
Balance as of
  December 31, 1999      600       5       -          -     17,500,000  145,320      51,376       -         (51,521)         -
                     --------  ------    -----     ------  -----------  --------    ---------   -----       --------       -----

</TABLE>





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

                                       F-6
<PAGE>

                         NATURAL WAY TECHNOLOGIES, INC.

                          NOTES TO FINANCIAL STATEMENTS

1.   ORGANIZATION AND PRINCIPAL ACTIVITIES

Natural Way Technologies,  Inc. ("the Company") was incorporated in the State of
Nevada,  United  States  of  America  on May 4,  1988  under  the name of Energy
Systems,  Inc. On June 26,  1996,  the  Company  changed its name to Natural Way
Technologies, Inc.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     a.   Income taxes

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

     b.   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 sheet date. The resulting  exchange gains or losses are
          credited or charged to the statements of operations.

          Translation of amounts from Rmb into United States dollars ("US$") for
          the  convenience  of the reader  has been made at the  single  rate of
          exchange on December 31, 1999 of US$1.00 : Rmb8.30.  No representation
          is made that the Rmb amounts could have been,  or could be,  converted
          into US$ at that rate on the above dates or at any other date.

     c.   Earnings per common share

          Basic loss per share is computed using the weighted  average number of
          common  shares  outstanding  during the  period.  The  computation  of
          diluted loss per share would include the dilutive effect of securities
          that could be exercised or converted into common stock.

          The  weighted  average  number  of  shares  outstanding  for basic and
          diluted  loss per share  during the years ended  December 31, 1998 and
          1999 were 2,743,835 and 13,453,425, respectively.

     d.   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.



                                       F-7
<PAGE>


3.    CAPITAL STOCKS

     a.   Common stock

          The Company's  authorized  common stock is 50,000,000  shares with par
          value  of  US$0.001  each.  On  July  31,  1999,  the  Company  issued
          10,900,000  shares  of  common  stock,  par value  US$0.001  each,  to
          reimburse Beautimate Group Limited and various individual stockholders
          for their payment of legal, professional and auditing fees incurred by
          the  Company.  As US$82,000 of these fees were not paid as of December
          31, 1999, a receivable  from a stockholder  has been recorded  against
          legal capital.

     b.   Preferred stock

          Effective  from May 13, 1996,  the Company  authorized the creation of
          5,000,000  shares of preferred  stock with par value US$0.001 each and
          authorized  the Company's  board of directors to assign such shares to
          different  series  and  to  fix  the  related   designation,   powers,
          preferences and rights of the shares.

          (i)  Series A convertible and redeemable preferred stock

          In 1996,  the Company  sold 6,000 shares of Series A  convertible  and
          redeemable  preferred stock, par value US$0.001 each, for US$6,000,000
          (equivalent  of  Rmb49,920,000)  by  capitalizing  a loan of the  same
          amount.  The  Series A  convertible  and  redeemable  preferred  stock
          carries preferential rights to dividends and distributions convertible
          and  redeemable  upon   liquidation.   Each  share  of  the  Series  A
          convertible and redeemable  preferred stock is convertible into common
          stock with the number of shares of common stock determined by US$1,000
          divided by a  conversion  factor.  The  conversion  factor  equals the
          lesser of the average  closing  market price of the  Company's  common
          stock for the five days  immediately  preceding  the date of notice of
          conversion  or  US$1.00.  The  outstanding  Series A  convertible  and
          redeemable  preferred stock is redeemable at the option of the Company
          at any time after  December 31, 1997 by giving ten days of notice at a
          price equal to US$1,000 per share plus any accrued  dividends.  During
          July  1999,  3,100  shares  of  Series A  convertible  and  redeemable
          preferred stock were converted to 3,100,000  shares of common stock at
          US$1.00  per  share.  This  stock  is owned  by  Approach  Investments
          Limited. See Note 5.

          (ii) Series C convertible and redeemable preferred stock

          The Company has  authorized  the creation of 10,000 shares of Series C
          convertible and redeemable  preferred  stock, par value US$0.001 each.
          The  Series C  convertible  and  redeemable  preferred  stock  carries
          preferential  rights to dividends and distributions  upon liquidation.
          Each share of the Series C convertible and redeemable  preferred stock
          is  convertible  into common stock with the number of shares of common
          stock  determined  by  1,000  divided  by  a  conversion  factor.  The
          conversion factor is equal to the lesser of the average closing market
          price of the  Company's  common  stock for the five  days  immediately
          preceding the date of notice of conversion or US$3.00. The outstanding
          Series  C  convertible   and  redeemable   preferred  stock  would  be
          redeemable at the option of the Company at any time after December 31,
          1997 by giving  ten days of notice at a price  equal to  US$1,000  per
          share  plus  any  accrued  dividends.  No  Series  C  convertible  and
          redeemable preferred stock has been issued.


                                       F-8
<PAGE>


4.   TAXATION

The Company is subject to income taxes, on an entity basis, on income arising in
or derived from the tax jurisdiction in which it operates.

The Company has not provided for income taxes on any  undistributed  earnings of
its  international  operations  because the earnings are reinvested  and, in the
opinion of management, will continue to be reinvested in the foreseeable future.

The  reconciliations  of the  United  States  federal  income  tax  rate  to the
effective  income  tax rate  based  on the  loss  stated  in the  statements  of
operations is as follows:

                                                 Year Ended December 31,
                                                 1998             1999
                                                ------           ------

            U.S. federal income tax rate          34%              34%
            Effect of tax loss                   (34)             (34)
                                                ------          -------
            Effective income tax rate              -%               -%
                                                ======          =======

5.   RELATED PARTY TRANSACTIONS

Name and relationship of related parties:

Name of related party             Existing relationship with the Company
---------------------             ---------------------------------------

Mr. Yat-on Yiu                    Current director and CEO of the Company

Shenzhen Xin Yin Hong Industrial  Common director with the current CEO of the
 Stocks Company Limited           Company


Beautimate Group Limited          Stockholder and a company controlled by the
                                  CEO and certain family members

Approach Investments Limited      Stockholder and a company controlled by the
                                  CEO and certain family members



See other related party transactions in Note 3(a) and 3(b)(i).


                                       F-9
<PAGE>



6.  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  People's  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 People's
     Bank of China or other banks authorized to buy and sell foreign  currencies
     at the exchange  rates quoted by the  People's  Bank of China.  Approval of
     foreign  currency   payments  by  the  People's  Bank  of  China  or  other
     institutions  requires  submitting a payment application form together with
     suppliers' invoices, shipping documents and signed contracts.

7.    SUBSEQUENT EVENT

     On  March  27,  2000,  the  Company  entered  into  an  Exchange  Agreement
     (Exchange) with an independent  third party.  The Company will acquire 100%
     of the issued and outstanding shares of World Concept  Development  Limited
     (World) in exchange for 9,300,000  post reverse split shares of Natural Way
     Technologies,  Inc. (Natural Way) common stock.  World is a holding company
     with an  operating  subsidiary  that  engages in the  business  of software
     development.  Prior to closing, the Company effected a one for five reverse
     stock split.

     The Exchange has been accounted for using the purchase method of accounting
     as a reverse acquisition whereby the Company issuing its shares to effect a
     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  are  required  to  be  fair  valued  on
     acquisition.  As Natural Way has no assets,  no fair value  adjustments are
     required.



                                      F-10