UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

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

     For the Fiscal Year Ended December 31, 1998

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

     Commission File No. 33-55254-11

                          FORLINK SOFTWARE CORPORATION, INC.
                 (Name of Small Business Issuer in its Charter)

        Nevada                            87-0438458
(State or other jurisdiction           (I.R.S. Employer
of incorporation or                    Identification No.)
organization)

 94 Rue de Lausanne, CH1202 Geneva, Switzerland              N/A
(Address of principal executive offices)                 (Zip Code)

Issuer's Telephone number:   41-22-9000000

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

Title of each class  Name of each  exchange  on which  registered  Common  Stock
NASDAQ

Securities registered pursuant to Section 12(b) of the Act:   None

Securities registered pursuant to Section 12(g) of the Act:            None

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, 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
of any amendment to this Form 10-KSB. [ X ]

Indicate the number of shares outstanding of each of the registrant=s classes of
common stock, as of the latest practicable date.

         Class                               Outstanding as of December 31, 1998
CLASS A COMMON STOCK                                  5,000,000

         DOCUMENTS INCORPORATED BY REFERENCE:
         Form 8-K Filed November 24, 1999
         Form 8-K Filed January 10, 2000


<PAGE>


                                     PART I
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                        ITEM 1. DESCRIPTION OF BUSINESS
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(a)      Business Development

         FORLINK SOFTWARE  CORPORATION,  INC. (Formerly Light Energy Management,
Inc. and  formerly Why Not?,  Inc.) (the  "Company" or the  "Registrant"  ) is a
Nevada  corporation  which was originally  incorporated on January 7, 1986 under
the laws of the State of Utah under the name of Why Not?, Inc. and  subsequently
reorganized  under  the laws of Nevada  on  December  30,  1993.  The  Company's
reorganization  plan was  formulated  for the purpose of  changing  the state of
domicile and provided  that the Company form a new  corporation  in Nevada which
acquired all of the contractual obligations,  shareholder rights and identity of
the Utah corporation,  and then the Utah corporation was dissolved.  The Company
is in the developmental stage, and its operations to date have been limited.

         In May of 1998, the Company  entered into an agreement  under the terms
of which it intended to merge with  Teknocapital  Finance Ltd.  Pursuant to that
merger  agreement,  the shareholders of Teknocapital  would exchange 100% of the
issued and  outstanding  shares of  Teknocapital  for 4,000,000 of the Company's
common stock. Pursuant to that agreement, the existing Board of Directors of Why
Not?,  Inc.  resigned.  New members were  appointed to fill their  vacancies and
Teknocapital management assumed responsibility for the Company's affairs.

         Thereafter,  the merger agreement with  Teknocapital was  substantially
modified.  Specifically,  the  consideration  given  for  the  issuance  of  the
4,000,000  shares of the  Company's  common  stock was changed  from 100% of the
issued and outstanding shares of Teknocapital to


                                       -2-

<PAGE>



the execution of promissory  notes totaling $ 275,000  payable to the Company by
Harrop & Co.  With the  execution  of these  promissory  notes,  the merger with
Teknocapital  was  abandoned  and the Company  continued  its  activities  as an
unfunded  venture  in search of a  suitable  business  acquisition  or  business
combination.  In November,  1998 the Company's  name was changed to Light Energy
Management, Inc. in anticipation of merging with another company. The merger did
not occur, but the Company was unable to register the old name of Why Not?, Inc.

(b)      Business of the Issuer

          Prior to May of 1998, the Company operated as an unfunded venture. The
Company's  operations  were funded  through loans from  officers,  directors and
major  shareholder  in amounts  sufficient  to enable the Company to satisfy its
reporting  and other  obligations  as a public  company,  and to commence,  on a
limited basis,  the process of  investigating  possible  merger and  acquisition
candidates.

         In May of 1998, the Company  entered into an agreement  under the terms
of which it intended to merge with a company named  Teknocapital  Finance,  Ltd.
The Company  entered into this  agreement in hopes of  developing a  proprietary
internet based business  information  delivery technology called "Bizzmoz".  The
Company  intended  to market  Bizzmoz as an  interactive  information  interface
between a sponsoring business or group and their selected audiences.  Soon after
the agreement with Teknocapital in May of 1998,  management came to believe that
the Company was more  valuable  as a vehicle for a business  combination  with a
line of business  other than that  proposed  by the  Teknocapital  merger.  As a
result,  management chose to modify the consideration  given for the issuance of
the 4,000,000 shares of the Company's common stock issued in connection with the
Teknocapital  transaction.  Rather than the acquisition of all of the issued and
outstanding shares of Teknocapital,  the consideration for the issuance of these
shares became the execution of promissory notes by the shareholders. Thereafter,
and throughout 1998, the Company once again operated with capital  contributions
by management  aimed solely at maintaining  the Company's  reporting  status and
attractiveness as a candidate for combination with another business.

         The Company does not intend to take any action which would render it an
investment company under The Investment  Companies Act of 1940 (the "1940 Act").
The 1940 Act defines an investment  company as one which (1) invests,  reinvests
or  trades in  securities  as its  primary  business,  (2)  issues  face  amount
certificates of the installment type or (3) invests,  reinvests,  owns, holds or
trades  securities  or owns or  acquires  investment  securities  having a value
exceeding 40 percent of the value of its total assets  (exclusive  of Government
securities  and cash  items) on an  unconsolidated  basis.  The above 40 percent
limitation may be exceeded so long as a company is primarily  engaged,  directly
or through  wholly owned  subsidiaries,  in a business or businesses  other than
that of investing,  reinvesting,  owning,  holding or trading in  securities.  A
wholly  owned  subsidiary  is  defined as one which is at least 95% owned by the
company.

         Neither the Company nor any of its officers or directors are registered
as investment  advisers under the Investment Advisers Act of 1940 (the "Advisers
Act"), and so there is no


                                       -3-

<PAGE>



authority to pursue any course of business or activities  which would render the
Company or its management  "investment advisers" as defined in the Advisers Act.
Management believes that registration under the Advisers Act is not required and
that certain exemptions are available,  including the exemptions for persons who
may render advice to a limited  number of other persons and who may advise other
persons located in one state only.

(1)      Principal Products and Services and Their Markets

         During 1998, the Company's  business consisted of its efforts to locate
and evaluate suitable business opportunities in which to engage. During 1999 and
after the reporting period covered by this Form 10-KSB, the Company located such
a business  opportunity and has entered into an agreement which will bring a new
line of business to the Company.  The Company's new business is described in the
Form 8K the Company  filed on November 24, 1999.  The narrative of that Form 8-K
is incorporated herein by this reference.

(2)      Distribution Methods

         During  1998,  the Company had no  particular  products or services and
accordingly had no distribution methods for products or services.

(3)      Status of Publicly Announced New Products or Services

         On November 24, 1999,  the Company  filed a Form 8-K under the terms of
which it acquired a new line of business through a corporate reorganization. The
terms  of that  reorganization  were  outlined  in that  Form  8-K  filing,  the
narrative of which is incorporated herein by this reference.

(4)      Competitive Business Conditions

         In 1998, the Company did not engage in a business with competitors. The
business  acquired by the Company in 1999, the computer  software  business,  is
highly   competitive.   The  Company  now  faces  well  funded  and  experienced
competition.  The  Company's  efforts  will be  focused on its  business  in the
Peoples Republic of China where its new management is experienced.  Nonetheless,
the  Company's  status  as a  start-up  corporation  may limit  its  ability  to
successfully compete in the extremely competitive computer software markets.

(5)      Suppliers

         During 1998, the Company did not rely on any principal suppliers as the
Company had no products or services.

(6)      Customer Dependence



                                       -4-

<PAGE>



         During 1998, the Company did not rely on any  particular  customers for
its continued  operations.  Indeed,  the Company  maintained  minimal operations
solely so it could evaluate potential business combinations.

(7)      Intellectual Property

         During 1998, the Company owned no intellectual property.

(9)      Effect of Governmental Approval and Regulation

         The  company is subject to various  laws and  governmental  regulations
applicable to business generally.  The Company believes it is in compliance with
such laws and that such laws do not have a material impact on its operations.

(10)     Research and Development

         The Company has not engaged in any research or  development in the last
two years.

(11)     Cost of Environmental Regulation

         The Company  anticipates that it will have no material costs associated
with compliance with either federal, state or local environmental law.

(12)     Employees

         During 1998, the Company had no full-time or part-time  employees.  The
Company's  operations  were  conducted by its officers and  directors  who serve
without compensation.

(c)      Subsequent Events

         During 1999 and after the reporting period covered by this Form 10-KSB,
the Company entered into a reorganization  agreement with a Chinese  corporation
named Forlink  Software  Corporation,  Inc. That transaction was reported by the
Company on a Form 8-K filed on November 24, 1999. The narrative of that Form 8-K
is incorporated herein by this reference.


(d)       Reports to Security Holders

         To the extent that the Company is required to deliver annual reports to
security  holders through its status as a reporting  company,  the Company shall
deliver annual  reports.  Also, to the extent the Company is required to deliver
annual  reports  by the rules or  regulations  of any  exchange  upon  which the
Company's  shares are traded,  the Company shall deliver annual reports.  If the
Company is not required to deliver annual  reports,  the Company will not go the
expense of producing and delivering such reports.  If the Company is required to
deliver annual


                                       -5-

<PAGE>



reports,  they will contain audited  financial  statements if audited  financial
statements are required.

         The public may read and copy any  materials  the Company files with the
Securities and Exchange  Commission at the Commission's Public Reference Room at
450  Fifth  Street,  N.W.,  Washington,   D.C.  20549.  The  public  may  obtain
information  on the  operation  of the  Public  Reference  Room by  calling  the
Commission at  1-800-SEC-0330.  The  Commission  maintains an Internet site that
contains  reports,  proxy and  information  statements,  and  other  information
regarding  issuers that file  electronically  with the Commission.  The Internet
address of the Commission's site is (http://www.sec.gov).

(e)      Year 2000 Disclosure

         The Company does not  anticipate  any problem in dealing with  computer
entries in the year 2000 or thereafter, with any computers currently used at any
of their facilities. All of the Company's computer systems are new and have been
year 2000 compliant from their  acquisition.  The Company keeps current with all
updates and  revisions  with all  software  the Company  currently  uses.  It is
anticipated that the software updates reflect required  revisions to accommodate
transactions in the year 2000 and thereafter.  Though it is not anticipated that
the Company will have a problem at the turn of the century,  the Company intends
to coordinate  the  resolution of any year 2000 problems with the vendors of the
software the Company utilizes. State of Readiness

         The Company does not  anticipate any problems in dealing with year 2000
issues. All of the Company's computer systems have been acquired within the last
year and are year 2000  compliant.  In this regard,  the Company uses  computers
(PCs) owned by management.  All such systems have computer processors capable of
properly  recognizing  dates past 1999. The Company's  computer systems are used
primarily for word  processing,  bookkeeping  and Internet  communications.  The
Company  keeps  current with all updates and  revisions of all software  used in
connection with the Company's  business.  The Company's  current word processing
accounting and Internet communications software is year 2000 compliant.  From an
internal  standpoint,  the Company is year 2000 ready.  Indeed,  the Company has
made the year 2000 transition without any problems.

         The  Company's  business may be impacted by the year 2000  readiness of
third  parties with whom the Company has a material  relationship.  Such parties
include banks, telephone companies, attorneys,  accountants and transfer agents.
The Company has made  inquiry of its  transfer  agent,  Nevada  Agency and Trust
Company,  its attorneys and its accountant  regarding their year 2000 readiness.
All of the Company's  attorneys,  its accountant and its transfer agent are year
2000 compliant. Larger vendors, such as banks and telecommunications  companies,
have  represented  themselves as year 2000 compliant.  However,  the Company has
experienced no year 2000 related problems since the turn of the new year.

Costs of Year 2000 Issues

         The  Company's  costs of  remediating  any year  2000  issues  has been
inconsequential.  Such costs total no more than a few thousand  dollars and have
been borne by the members of the


                                       -6-

<PAGE>



Company's  management which own the computer  systems the Company uses.  Indeed,
the general need to upgrade and replace computer systems was more of a factor in
recent  computer  hardware and software  acquisitions  than the year 2000 was in
connection with the computer systems the Company uses.

Year 2000 Issues, Risks and Contingency Plans

         The most  reasonable  worst case scenario the Company faces as a result
of year 2000  issues is the failure of third party  service  providers,  such as
banks or telecommunications  companies,  failing as a result of their failure to
properly  remediate any year 2000 problem they may have.  If that  happens,  the
Company will deal with service  providers who have not failed to remediate their
year 2000 issues. Management does not anticipate that the costs of changing such
third party service providers will be significant.

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

                        ITEM 2. DESCRIPTION OF PROPERTY
--------------------------------------------------------------------------------



         (1) Principal  Plants and Property and  Description  of Real Estate and
Operating Data.

         During 1998,  the Company owned no properties  and prior to May of 1998
utilized space on a rent-free basis in the office of its principal  shareholder,
Capital  General  Corporation.  After  May of  1998,  the  Company  had the same
agreement with Harrop & Company, its new principal  shareholder,  for the use of
office space.  This  arrangement  is expected to continue until such time as the
Company  becomes  involved  in  a  business   venture  which   necessitates  its
relocation.  The Company has no agreements  with respect to the  maintenance  or
future  acquisition of office  facilities,  however,  it is anticipated that the
office  of the  Company  will be moved  now that it has  acquired  a new line of
business and obtained new management.

         (2) Investment Policies

         The  Company=s  plan of  operations  is focused on the  acquisition  of
potential  business  ventures or assets  which will provide a source of eventual
profit to the  Company  described  in Item (1) of this  part.  Accordingly,  the
Company  has no  particular  policy  regarding  each of the  following  types of
investments:

         (1)      Investments in real estate or interests in real estate;

         (2)      Investments in real estate mortgages;  or (3) Securities of or
                  interests  in  persons   primarily   engaged  in  real  estate
                  activities.

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                           ITEM 3. LEGAL PROCEEDINGS
--------------------------------------------------------------------------------



                                       -7-

<PAGE>



         On January 7, 1994, the Bureau of Securities of the State of New Jersey
filed a complaint in the matter of Capital General Corporation,  David R. Yeaman
(former  officer and  director of the  Company)  and 74 other named  defendants,
Nevada and Utah  corporations  including the Company,  which complaint  proposes
that civil monetary  penalties  totaling  $30,000.00 be assessed against Capital
General Corporation for alleged violations of the Uniform Securities Law (1967),
N.J.S.A. 49:347 et. seq. by (1) selling to 24 New Jersey residents between April
1986 and May  1991,  securities  in 25 of the 74 above  referred  to  respondent
corporations named in the proceeding,  including the Company, which were neither
registered  nor exempt from  registration,  and (2) making untrue  statements of
material fact and omitting to state material  facts in connection  with said New
Jersey sales in 6 of the 74 above referred to resident corporations named in the
proceeding,  including  the  Company.  Also on January  7,  1994,  the Bureau of
Securities  of  the  State  of  New  Jersey,  based  on  substantially   similar
allegations  as in the  above  referred  complaint,  issued  its  Order  Denying
Exemptions and to Cease and Desist.  This order summarily  denied the exemptions
contained in N.J.S.A.  49:3 50(b),  (1),  (2),  (3),  (9),  (11) and (12) of the
securities  of  Capital   General   Corporation  and  the  other  74  respondent
corporations,  including  the  Company,  except that  excluded  from the summary
denial of the  exemption  contained  in  N.J.S.A.  49350(b)(12)  is the Offer of
Rescission by Capital General Corporation to 24 New Jersey residents pursuant to
the offer of  rescission  which  began  about  April 28,  1993.  This order also
ordered  Capital  General  Corporation and David Yeaman to Cease and Desist from
offering or selling any securities in blind pool corporations  into, or from the
State of New Jersey.

         Capital  General and David  Yeaman filed  answers  denying the material
allegations  of said  complaint  and  resisting  the  imposition  of said  civil
monetary  penalties,  and the said  Order  Denying  Exemptions  and to Cease and
Desist.  Subsequently the issues raised in said complaint and order were settled
by agreement  between the said Bureau of  Securities  and Mr. Yeaman and Capital
General  Corporation  in a consent  order dated July 11, 1994 and approved by an
administrative law judge of the State of New Jersey Office of Administrative Law
September  2, 1994.  Under the terms of said  consent  order,  all claims in the
complaint  against all named  respondents  were settled by the payment of $3,000
civil penalty, and the order was modified so that it does not apply to 27 of the
respondent companies; however said order does still apply to the Company.

         During 1986 and 1987,  Capital General gifted very small percentages of
stock  (usually 100 shares to each  giftee) in the  following  companies,  which
includes the Company, to approximately 1,000 persons or entities: Amenity, Inc.,
Dogmatic,  Inc., Mystic Industries,  Inc.,  Highland Mfg., Inc.,  Kowtow,  Inc.,
Noble  Industries,  Inc.,  Oryan Capital  Corporation,  Pegasus Star Enterprise,
Inc., Showstoppers,  Inc., Hightide, Inc., Grandeur, Inc., Fantastic Industries,
Inc.,  Jugglar,  Inc.,  Xebec Galleon,  Inc.,  Golden Home Health Care Equipment
Centers,  Inc., Nighthawk Capital,  Inc.,  Instrument  Development  Corporation,
Panther Industries,  Inc., Owl Enterprises,  Inc., Quail, Inc., GBS Technologies
Corporation, H & B Carriers Inc., Florida Growth Industries,  Inc., Macaw, Inc.,
Longhorn Enterprise, Inc., Koala Corporation,  Yahwe Corporation,  Star Dolphin,
Inc., Jackal, Inc., Hyena Capital,  Inc., Gopher, Inc., Flamingo Capital,  Inc.,
Egret,  Inc.,  Cetacean  Industries,  Inc.,  Bonito,  Inc.,  Alpaca,  Inc., Zeus
Enterprise, Inc., Tamarind, Inc., Saber, Inc., Radar, Inc., Quiescent


                                       -8-

<PAGE>



Corporation,  Vanadium, Inc., Upsilon, Inc., Why Not?, Inc., Bestmark, Inc., and
Missouri Illinois Mining Co., Inc.

         Capital General did not register the gifts of shares in these companies
with  the  Securities  Division  of the  State  of Utah or with  the  Securities
Exchange  Commission  because it believed these gifts to be outside the scope of
the Utah Uniform  Securities  Act and the  Securities  Act of 1933 in as much as
such acts  require  registration  for sales and do not require  registration  of
gifts.  Nevertheless,  in  connection  with the  distribution  of  shares of its
subsidiaries,  Capital General was found by the Utah Securities  Advisory Board,
in two  decisions  affirmed  by the Utah  State  Courts,  to have  violated  the
registration  provisions of the Utah Uniform  Securities  Act. See In re Amenity
Inc., No. SD8611 (Utah Sec. Adv. Bd.  February 18, 1987) aff'd C872625 (3d Dist.
Ct.  September  18, 1987) aff'd sub nom Capital  General  Corp. v. Utah Dep't of
Business  Reg.,  777 P.2d 494,  498 (Utah Ct. App.) cert.  denied,  781 P.2d 873
(Utah S.Ct.  1989);  In re H&B Carriers Inc., No.  87092801 (Utah Sec. Adv. Bd.,
Apr. 15, 1988) aff'd No.  885900053  (3d Dist.  Ct. Sept 10, 1990) aff'd sub nom
Capital  General Corp. v. Utah Dep't of Business  Reg.,  Case No 91196 (Utah Ct.
App.  February  10,  1992.) All of the  remaining  companies  listed  above were
parties to the H&B Carriers order.

         Both of these actions  sought  suspension of  transactional  exemptions
respecting the shares of these companies  pursuant to Section 14 (3) of the Utah
Uniform  Securities Act.  Capital  General  defended both actions on the grounds
that the Utah Uniform Securities Act did not apply to gifts of securities,  that
the gifts were good faith gifts  specifically  exempted by the Act,  and that in
any event even if it had "sold"  shares in violation of the Act,  suspension  of
transactional  exemptions was not an authorized remedy under the statute.  These
defenses were  rejected at the  administrative  agency level,  and upon judicial
review at the District Court level and by the Utah Court of Appeals.


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           ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
--------------------------------------------------------------------------------

         The Company did not submit any matter to a vote of the  shareholders in
1998.


                                    PART II
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             ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDE
                                     MATTERS
--------------------------------------------------------------------------------



                                       -9-

<PAGE>



         The Common  Stock of the Company is  currently  trading on the Over The
CounterBulletin Board system under the symbol "FRLK". Prior to November of 1999,
the Company traded under the symbol "YNOT".

         The following table sets forth the range of high and low bid prices for
the Company's  Common Stock for each quarterly  period  indicated as reported by
the NASDAQ's Historical Research Department.:


                                                        Common Stock

         Quarter Ended                      High Bid                   Low Bid

         December 31, 1998                  $0.7                        $0.875
         September 30, 1998                 $0.19                       $0.22
         June 30, 1998                      $0.625                      $0.875

         Holders

         On  December  31,  1998 there were  5,000,000  shares of the  Company's
common stock outstanding.

Dividends

         The Company has never paid cash  dividends on its Common Stock and does
not intend to do so in the foreseeable  future. The Company currently intends to
retain its earnings for the operation and expansion of its business.

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

             ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
                                   OPERATION
--------------------------------------------------------------------------------

         Statements   contained   herein  that  are  not  historical  facts  are
forward-looking  statements  as that term is defined by the  Private  Securities
Litigation  Reform  Act  of  1995.   Although  the  Company  believes  that  the
expectations  reflected in such forward-looking  statements are reasonable,  the
forward-looking  statements  are subject to risks and  uncertainties  that could
cause  actual  results to differ  from those  projected.  The  Company  cautions
investors  that any  forward-  looking  statements  made by the  Company are not
guarantees of future  performance and that actual results may differ  materially
from  those in the  forward-looking  statements.  Such  risks and  uncertainties
include, without limitation: well established competitors who have substantially


                                      -10-

<PAGE>



greater financial resources and longer operating histories, regulatory delays or
denials,  ability  to compete  as a  start-up  company  in a highly  competitive
market, and access to sources of capital.

         At the end of 1998,  the Company had little  liquidity and no available
capital resources, such as credit lines, guarantees, etc. and should a merger or
acquisition prove unsuccessful, it is possible that the Company may be dissolved
by the State of Nevada for failing to file  reports,  at which point the Company
would no longer be a viable  corporation under Nevada law and would be unable to
function as a legal entity.  Should  management decide not to further pursue its
acquisition activities,  management may abandon its activities and the shares of
the Company would become worthless.  However, the Company's officers,  directors
and  major  shareholder,  have  made an oral  undertaking  to make  loans to the
Company in amounts sufficient to enable it to satisfy its reporting requirements
and other obligations incumbent on it as a public company, and to commence, on a
limited basis,  the process of  investigating  possible  merger and  acquisition
candidates.  The Company's status as a publicly held corporation may enhance its
ability to locate potential business ventures.

Plan of Operation
         During  1998 and  throughout  1999,  the  Company's  plan of  operation
consisted  of  locating  and  evaluating   potential   merger  and   acquisition
candidates. Now such a candidate has been found, the Company's future success of
operations will be primarily dependent on new management.

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

                          ITEM 7. FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

See pages F-1 through F-7.

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

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

         There  have  been  no  disagreements  with  the  Company's  independent
accountants  over any item  involving the Company's  financial  statements.  The
Company's  independent  accountant  during  1998 was Smith & Company,  Certified
Public  Accountants,  10 West 100 South,  Suite 700, Salt Lake City, Utah 84101-
1554.  Subsequent  to that time,  the  Company  has  selected a new  independent
accountant.  The details of that  selection are described in the Company's  Form
8-K filed on January 10, 2000.  That 8-K filing is  incorporated  herein by this
reference.

                                    PART III

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

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

         (a) Directors and Executive Officers

         From May of 1998 through  November of 1999, the directors and executive
officers of the Company,  their ages,  positions  in the  Company,  the dates of
their initial election or appointment as director or executive officer,  and the
expiration of the terms as directors were as follows:

     Name              Age        Position                     Period
-------------------   -----   -------------------------   ----------------------
Michael J.A. Harrop     53    President and                 May 1998 to present
                              a Director

Eric Drizenkow          45    Secretary, Tresurer and       May 1998 to present
                              Director

         The  Company's   directors  are  elected  at  the  annual   meeting  of
stockholders  and hold office until their  successors are elected and qualified.
The  Company's  officers are  appointed  annually by the Board of Directors  and
serve at the pleasure of the Board.

         (b) Business Experience:

         Michael J. A. Harrop,  age 53, has been President and a Director of the
Company since May 1998. Mr. Harrop was educated at Cambridge University. For the
last 5 years he has been active in venture capital.



                                      -11-

<PAGE>



         Eric Drizenkow, age 45, has been Secretary, Treasurer and a Director of
the Company since May 1998. Mr. Drizenkow was educated in Roubaix,  France.  For
the last 5 years he has been an  advisor on company  constitution  to  fiduciary
companies in Geneva.

          (c)     Directors of Other Reporting Companies:

         Michael J.A. Harrop is a director of Haas Neuveux & Co.

         (d) Employees:

         The officers and directors  who are  identified  above are  significant
employees of the Company.

         (e) Family Relationships:

         There are no family relationships between the officers and directors of
the company.


(f)      Involvement in Certain Legal Proceedings:

         Except as listed below, none of the officers,  directors,  promoters or
control  persons of the Company have been involved in the past five (5) years in
any of the following:

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

         (2)      Any conviction in a criminal proceedings or being subject to a
                  pending criminal proceeding  (excluding traffic violations and
                  other minor offenses); except the following:

         On February 8, 1996,  David R. Yeaman  (former  officer and director of
the Company)  was charged in the United  States  District  Court for the Eastern
District of  Pennsylvania  with  conspiracy,  wire fraud and fraud in the offer,
purchase and sale of securities,  in violation of 18 U.S.C.  Sections 2, 371 and
1343;  15  U.S.C.  Sections  77q(a),  77x,  78j(b),  and  78ff;  and  Rule  10b5
promulgated by the Securities and Exchange Commission, Title 17, Code of Federal
Regulations,  Section  240.10b5  (1986).  On April  16,  1997,  Mr.  Yeaman  was
convicted  of one count of  conspiracy,  five  counts of wire  fraud,  and three
counts of securities  fraud. On January 22, 1998, Mr. Yeaman was sentenced to 14
months imprisonment.  He was also fined $20,000.00.  Mr. Yeaman began his prison
sentence at FPC Nellis,  Las Vegas,  Nevada on March 3, 1998.  Upon release from
prison,  Mr.  Yeaman will be on  supervised  release for a term of three  years,
under the terms of which he is required as  follows:  (1) to not commit  another
federal,  state or local crime,  (2) to refrain from engaging in the  securities
and  insurance  industries,   and  (3)  various  other  standard  conditions  of
supervised release.



                                      -12-

<PAGE>



         The U.S.  Securities  and Exchange  Commission,  Securities Act of 1933
Release No. 7008 and Securities Exchange Act of 1934 Release No. 32669 announced
that  on July  23,  1993,  it  ordered  David  R.  Yeaman  and  Capital  General
Corporation to permanently  cease and desist from  committing or causing further
violations of Section 5(a) and (c) and 17(a) of the  Securities  Act of 1933 and
Sections 10(b) and 13(g) of the Securities  Exchange Act of 1934 and Rules 10b5,
12b20 and 13d1(c) thereunder.

         Krista  Nielson (a former  officer  and  director of the  Company)  was
ordered to  permanently  cease and desist  from  committing  or causing  further
violations  of Section  17(a) of the  Securities  Act and  Section  10(b) of the
Exchange Act and Rules 10b5 and 12b20  thereunder.  In addition,  the Commission
ordered  the  revocation  of the  registration  of the  common  stock of  Altara
International,  Inc.,  Arrow  Management,  Inc.,  Atlas  Equity,  Inc.,  Dynamic
Associates,  Inc.,  Energy  Systems,  Inc.,  Four  Star  Ranch,  Inc.,  Panorama
Industries,  Inc., Partisan  Corporation,  Quiescent  Corporation,  Saber, Inc.,
Upsilon,  Inc., Vicuna,  Inc., Why Not?, Inc., Xebec Galleon,  Inc., Zebu, Inc.,
and Zeus  Enterprises,  Inc.  pursuant to Section 12(j) of the Exchange Act. The
Commission found that each of the issuers had filed a registration  statement on
Form 10 that contained  materially false and misleading  statements in violation
of Section 10(b) of the Exchange Act and Rule 10b5 thereunder.

         Each of the respondents had submitted an Offer of Settlement consenting
to the entry of the Order without  admitting or denying the  allegations  in the
Order. Prior to the submission of the Offers of Settlement,  Capital General, on
behalf of the above mentioned companies,  except for Panorama Industries,  Inc.,
filed a  registration  statement on Form S1 during  December of 1992 to register
the  common  stock  of  those  companies  under  the  Securities  Act  of  1933.
Concurrently  with the  signing of the Offers of  Settlement,  the  Registration
Statement was declared  effective on June 30, 1993. A Post  Effective  Amendment
was filed and declared effective September 2, 1993. Although the registration of
the common  stock  under  Section  12(g) of the 1934 Act was revoked on July 23,
1993, the companies are now registered and reporting under the Securities Act of
1933 by virtue of the  filing of Form S1 as  indicated  by  Commission  File No.
3355254.

         (3)      Being   subject  to  any  order,   judgment  or  decree,   not
                  subsequently  reversed,  suspended or vacated, or any Court of
                  competent jurisdiction,  permanently or temporarily enjoining,
                  barring,  suspending or otherwise  limiting his involvement in
                  any type of business, securities or banking activities (except
                  as set forth in (2) above); or

         (4)      Being found by a court of  competent  jurisdictio  (in a civil
                  action),  the  Commission  or the  Commodity  Futures  Trading
                  Commission to have violated a federal or state securities laws
                  or  commodities  law, and the judgment has not been  reversed,
                  suspended, or vacated (except as set forth in (2) above).

         Michael J.A.  Harrop,  by virtue of the  unlimited  personal  guarantee
accorded  by him to Harrop & Cie.  S.A.,  (formerly  HF Trade & Finance  S.A.) a
Swiss venture capital company that became  insolvent  subsequent to having acted
as guarantor of certain investments, underwent


                                      -13-

<PAGE>



bankruptcy  proceedings  during 1994 in the District of Nyon,  Switzerland.  The
bankruptcy  procedure was closed without complaint or suit on 22nd December 1995
by order of the President of the Tribunal of the District of Nyon, Switzerland.

(g)      Section 16a Beneficial Ownership Compliance

         Together  with the filing of this Form  10-KSB,  or within a reasoanble
time thereafter,  the officers,  directors and beneficial owners of more than 5%
of the Company's  common stock are filing their initial  statements of ownership
on Form 3.

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

                        ITEM 10. EXECUTIVE COMPENSATION
--------------------------------------------------------------------------------

         The Company has not compensated its management in the last three years.
However,  the following table sets forth information about  compensation paid or
accrued during the years ended December 31, 1998, 1997 and 1996 to the Company's
officers and directors.  None of the Company's  Executive  Officers  earned more
than $100,000 during the years ended December 31, 1998, 1997 and 1996.

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                           LongTerm Compensation
                                   Annual Compensation     Awards                 Payouts
  (a)                       (b)     (c)     (d)    (e)       (f)          (g)        (h)       (i)
                                                  Other
                                                  Annual  Restricted   Securities            All Other
                                                  Compen-    Stock     Underlying   LTIP      Compen-
Name and Principal                 Salary  Bonus  sation     Awards    Options/    Payouts    sation
Position                    Year    ($)     ($)     ($)       ($)       SARs(#)      ($)        ($)
--------------------       -----  -------  ------ ------- ----------  -----------  --------  ---------
<S>                        <C>    <C>      <C>    <C>     <C>         <C>          <C>       <C>
Michael J.A. Harrop        1998   $None    $None  $None   $None           None     $None     $None
  President and            1997   $None    $None  $None   $None           None     $None     $None
   Director                1996   $None    $None  $None   $None           None     $None     $None

Eric Drizenkow             1998   $None    $None  $None   $None           None     $None     $None
  Secretary/Treasurer      1997   $None    $None  $None   $None           None     $None     $None
   Director                1996   $None    $None  $None   $None           None     $None     $None
</TABLE>


                                      -14-

<PAGE>





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

    ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------------------------

(a)      5% Shareholders:

         The following information sets forth certain information as of December
31,  1998 about each  person  who is known to the  Company to be the  beneficial
owner of more than five percent (5%) of the Company's Common Stock:

<TABLE>
<CAPTION>
(1)                    (2)                                     (3)                  (4)
Title             Name and Address                    Amount and Nature of        Percent of
of Class          of Beneficial Owner                 Beneficial Ownership          Class
--------    -------------------------------------    ---------------------      --------------

<S>         <C>                                                <C>                  <C>
Common      Capital General Corporation1                         481,900            9.6%
            3098 So. Highland Drive, Suite 460
            Salt Lake City, Utah  84106

            Harrop & Co                                        3,600,000            72%
            94 Rue de Lausanne
            Geneva SWITZERLAND CH1202

            Cede & Co                                            806,000            16%
            P.O. Box 222
            Bowling Green Station
            New York, New York 10274
</TABLE>

--------
     1 Capital General Corporation is a private corporation. The majority of its
shares (80%) are owned by another private corporation,  Yeaman Enterprises, Inc.
The  stockholders of Yeaman  Enterprises are the adult children of the family of
David  Yeaman,  who  resigned  as an officer  and  director  of the  Company and
simultaneously resigned as an officer and director of Capital General and Yeaman
Enterprises in April,  1997.  Sasha  Belliston,  Mr. Yeaman's  daughter,  is the
principal shareholder of Yeaman Enterprises.  While Mr. Yeaman has resigned from
his affiliation with the Company, Yeaman Enterprises and Capital General, he may
continue to be deemed an  affiliate of the Company by virtue of his familial and
historical  relationships  with the Company,  its  shareholders,  and its former
officers and directors.




                                      -15-

<PAGE>



(b)      Security Ownership of Management:

<TABLE>
<CAPTION>
(1)                    (2)                                     (3)                  (4)
Title             Name and Address                    Amount and Nature of        Percent of
of Class          of Beneficial Owner                 Beneficial Ownership          Class
--------    -------------------------------------    ---------------------      --------------
<S>         <C>                                                <C>                  <C>
Common            Michael J.A. Harrop2                         3,600,000                 72%
                  94 Rue de Lausanne
                  Geneva SWITZERLAND CH1202

Common            Eric Drizenkow                                       0                  0%
                  94 Rue de Lausanne
                  Geneva SWITZERLAND CH1202


                  All Directors and                            3,600,000                 72%
                  Officers as a Group
</TABLE>

(c)      Changes in Control:

         There is no arrangement which may result in a change in control, except
as diclosed on the Company's  Form 8-K filngs  during 1999.  Such Form 8-K's are
incorporated herein by this reference.

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

            ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------------------------------

         The Company has entered  into a  modification  agreement  with  Michael
Harrop,  d.b.a.  Harrop & Co.  under the terms of which  the  Company  agreed to
modify the  consideration  for the issuance of 4,000,000 shares of the Company's
common stock in May of 1998. Under the terms of this agreement,  Mr. Harrop,  an
officer and director of the Company,  executed a promissory note in favor of the
Company in the amount of $275,000.  The note is payable on or before May 1, 2000
and bears interest at the rate of 1 percent per annum.

         Other than described above, no officer,  director, nominee for election
as a director, or associate of such officer,  director or nominee is or has been
in debt to the  Company  during the last fiscal  year.  However,  the  Company's
officers, directors and major shareholder, have made an oral undertaking to make
loans to the Company in amounts sufficient to enable it to satisfy its reporting
requirements and other obligations  incumbent on it as a public company,  and to
commence,  on a limited basis, the process of investigating  possible merger and
acquisition candidates.  The Company's status as a publiclyheld  corporation may
enhance its ability to locate  potential  business  ventures.  The loans will be
interest  free and are  intended to be repaid at a future  date,  if or when the
Company shall have received  sufficient funds through any business  acquisition.
The loans are intended to provide for the payment of filing  fees,  professional
fees, printing and copying fees and other miscellaneous fees.

--------
     2 Mr. Harrop  beneficially owns these shares through his controlof Harrop &
Co.



                                      -16-

<PAGE>




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

                   ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------------------------------------------------------

         There  were no reports  filed on Form 8-K during the fourth  quarter of
1998.

Assigned
Number   Description
------   -----------
(2)      Plan of acquisition, reorganization, arrangement,liquid, or succession:
         Plan of  Reorganization  filed with the Company's  Form 8-K on Novmeber
         24, 1999 is incorporated herein by this reference.

(4)      Instruments defining the rights of holders including indentures: None

(9)      Voting Trust Agreement: None

(10)     Material Contracts: Modification Agreement

(11)     Statement regarding computation of per share earnings: Computations can
         be determined from financial statements.

(13)     Annual or quarterly reports, Form 10-Q: None

(16)     Letter on change in certifying accountant: None for 1998.

(18)     Letter on change in accounting principles: None

(21)     Subsidiaries of the registrant: None

(22)     Published report regarding matters submitted to vote: None

(23)     Consent of reports and counsel:

(24)     Power of Attorney: None

(27)     Financial Data Schedule: Included

(99)     Additional Exhibits: None


                                      -17-

<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.




Dated:   January 14, 2000.

                                   FORLINK SOFTWARE CORPORATION, INC.


                                   By

                                            Michael J. A. Harrop
                                            Director



                                      -18-

<PAGE>




                                      Smith
                                        &
                                     Company

           A Professional Corporation of Certified Public Accountants

                          INDEPENDENT AUDITOR'S REPORT


Board of Directors
Forlink Software Corporation Inc.
(A Development Stage Company)
(formerly Why Not?, Inc.)

We have audited the accompanying  balance sheets of Forlink Software Corporation
Inc. (a  development  stage  company) as of December 31, 1998 and 1997,  and the
related statements of operations, changes in stockholders' equity (deficit), and
cash flows for the years  ended  December  31,  1998,  1997 and 1996 and for the
period of  January 7, 1986 (date of  inception)  to  December  31,  1998.  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.  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 Forlink Software  Corporation
Inc. (a  development  stage  company)  as of December  31, 1998 and 1997 and the
results of its operations,  changes in  stockholders'  equity  (deficit) and its
cash flows for the years  ended  December  31,  1998,  1997 and 1996 and for the
period of January 7, 1986 (date of inception) to December 31, 1998 in conformity
with generally accepted accounting principles.


                                                    Smith & Company
                                                   CERTIFIED PUBLIC ACCOUNTANTS

Salt Lake City, Utah
December 14, 1999



         10 West 100 South, Suite 700 o Salt Lake City, Utah 84101-1554
              Telephone: (801) 575-8297 o Facsimile: (801) 575-8306
                       E-mail: smith&co@smithandcocpa.com
          Members: American Institute of Certified Public Accountants o
                Utah Association of Certified Public Accountants

                                      F-1

<PAGE>



                        FORLINK SOFTWARE CORPORATION INC.
                          (A Development Stage Company)
                            (Formerly Why Not?, Inc.)
                                 BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                                           December 31,
                                                                                   1998                  1997
                                                                             ----------------      -----------------
     ASSETS
CURRENT ASSETS
<S>                                                                          <C>                  <C>
   Cash in bank                                                              $              0      $               0
                                                                             ----------------      -----------------

                                                   TOTAL CURRENT ASSETS                     0                      0

OTHER ASSETS
   Organization costs (Note 1)                                                              0                      0
                                                                             ----------------      -----------------
                                                                                            0                      0
                                                                             ----------------      -----------------

                                                                             $              0      $               0
                                                                             ================      =================

     LIABILITIES & EQUITY (DEFICIT)
CURRENT LIABILITIES
   Accounts payable                                                          $            630      $               0
                                                                             ----------------      -----------------

                                              TOTAL CURRENT LIABILITIES                   630                      0

STOCKHOLDERS' EQUITY (DEFICIT)
   Common Stock $.001 par value:
    Authorized - 100,000,000 shares
    Issued and outstanding 5,000,000 shares
     (1,000,000 in 1997)                                                                5,000                  1,000
   Additional paid-in capital                                                         272,000                  1,000
   Stock subscription receivable (Note 3)                                            (275,000)                     0
   Deficit accumulated during the development stage                                    (2,630)                (2,000)
                                                                             ----------------      -----------------

                                   TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                  (630)                     0
                                                                             ----------------      -----------------

                                                                             $              0      $               0
                                                                             ================      =================
</TABLE>

                       See Notes to Financial Statements.


                                      F-2

<PAGE>



                        FORLINK SOFTWARE CORPORATION INC.
                          (A Development Stage Company)
                            (Formerly Why Not?, Inc.)
                            STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>
                                                                                                          1/7/86
                                                                                                         (Date of
                                                                 Years ended December 31,              inception) to
                                                    1998              1997               1996            12/31/98
                                               --------------    --------------     --------------    --------------
<S>                                            <C>               <C>                <C>               <C>
Net sales                                      $            0    $            0     $            0    $            0
Cost of sales                                               0                 0                  0                 0
                                               --------------    --------------     --------------    --------------

                               GROSS PROFIT                 0                 0                  0                 0

General & administrative expenses                         630                 0                  0             2,630
                                               --------------    --------------     --------------    --------------

                                   NET LOSS    $         (630)   $            0     $            0    $       (2,630)
                                               ==============    ==============     ==============    ==============


Net income (loss) per weighted
 average share                                 $         (.00)   $          .00     $          .00
                                               ==============    ==============     ==============


Weighted average number of
 common shares used to
 compute net income (loss)
 per weighted average share                         3,666,667         1,000,000          1,000,000
                                               ==============    ==============     ==============

</TABLE>


                       See Notes to Financial Statements.


                                      F-3

<PAGE>



                        FORLINK SOFTWARE CORPORATION INC.
                          (A Development Stage Company)
                            (Formerly Why Not?, Inc.)
             STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)



<TABLE>
<CAPTION>
                                                                                                                      Deficit
                                                                                                                    Accumulated
                                                Common Stock                   Additional          Stock              During
                                              Par Value $0.001                   Paid-in       Subscription         Development
                                         Shares              Amount              Capital        Receivable             Stage
                                    -----------------  ------------------  ---------------   -----------------  ------------------
Balances at 1/7/86
<S>                                                 <C>                    <C>               <C>                <C>
   (Date of inception)                              0  $                0  $             0   $               0  $                0
   Issuance of common stock
     (restricted) at $.002 per
     share at 1/7/86                        1,000,000               1,000            1,000
   Net loss for period                                                                                                      (1,950)
                                    -----------------  ------------------  ---------------   -----------------  ------------------
Balances at 12/31/86                        1,000,000               1,000            1,000                   0              (1,950)
   Net loss for year                                                                                                           (10)
                                    -----------------  ------------------  ---------------   -----------------  ------------------
Balances at 12/31/87                        1,000,000               1,000            1,000                   0              (1,960)
   Net loss for year                                                                                                           (10)
                                    -----------------  ------------------  ---------------   -----------------  ------------------
Balances at 12/31/88                        1,000,000               1,000            1,000                   0              (1,970)
   Net loss for year                                                                                                           (10)
                                    -----------------  ------------------  ---------------   -----------------  ------------------
Balances at 12/31/89                        1,000,000               1,000            1,000                   0              (1,980)
   Net loss for year                                                                                                           (10)
                                    -----------------  ------------------  ---------------   -----------------  ------------------
Balances at 12/31/90                        1,000,000               1,000            1,000                   0              (1,990)
   Net loss for year                                                                                                           (10)
                                    -----------------  ------------------  ---------------   -----------------  ------------------
Balances at 12/31/91                        1,000,000               1,000            1,000                   0              (2,000)
   Net income for year                                                                                                           0
                                    -----------------  ------------------  ---------------   -----------------  ------------------
Balances at 12/31/92                        1,000,000               1,000            1,000                   0              (2,000)
   Net income for year                                                                                                           0
                                    -----------------  ------------------  ---------------   -----------------  ------------------
Balances at 12/31/93                        1,000,000               1,000            1,000                   0              (2,000)
   Net income for year                                                                                                           0
                                    -----------------  ------------------  ---------------   -----------------  ------------------
Balances at 12/31/94                        1,000,000               1,000            1,000                   0              (2,000)
   Net income for year                                                                                                           0
                                    -----------------  ------------------  ---------------   -----------------  ------------------
Balances at 12/31/95                        1,000,000               1,000            1,000                   0              (2,000)
   Net income for year                                                                                                           0
                                    -----------------  ------------------  ---------------   -----------------  ------------------
Balances at 12/31/96                        1,000,000               1,000            1,000                   0              (2,000)
   Net income for year                                                                                                           0
                                    -----------------  ------------------  ---------------   -----------------  ------------------
Balances at 12/31/97                        1,000,000               1,000            1,000                   0              (2,000)
   Stock subscription                       4,000,000               4,000          271,000            (275,000)
   Net loss for year                                                                                                          (630)
                                    -----------------  ------------------  ---------------   -----------------  ------------------

Balances at 12/31/98                        5,000,000  $            5,000  $       272,000   $        (275,000) $           (2,630)
                                    =================  ==================  ===============   =================  ==================
</TABLE>

                       See Notes to Financial Statements.


                                      F-4

<PAGE>



                        FORLINK SOFTWARE CORPORATION INC.
                          (A Development Stage Company)
                            (Formerly Why Not?, Inc.)
                            STATEMENTS OF CASH FLOWS



<TABLE>
<CAPTION>
                                                                                                          1/7/86
                                                                                                         (Date of
                                                                 Years ended December 31,              Inception) to
                                                    1998              1997               1996            12/31/98
                                               --------------    --------------     --------------    --------------
OPERATING ACTIVITIES
<S>                                            <C>               <C>                <C>               <C>
   Net income (loss)                           $         (630)   $            0     $            0    $       (2,630)
   Adjustments to reconcile net
     income (loss) to cash used
     by operating activities:
       Amortization                                         0                 0                  0                50
       Change in accounts payable                         630                 0                  0               630
                                               --------------    --------------     --------------    --------------

                           NET CASH USED BY
                       OPERATING ACTIVITIES                 0                 0                  0            (1,950)

INVESTING ACTIVITIES
   Organization costs                                       0                 0                  0               (50)
                                               --------------    --------------     --------------    --------------

                           NET CASH USED BY
                       INVESTING ACTIVITIES                 0                 0                  0               (50)

FINANCING ACTIVITIES
   Proceeds from sale of
    common stock                                            0                 0                  0             2,000
                                               --------------    --------------     --------------    --------------

                       NET CASH PROVIDED BY
                       FINANCING ACTIVITIES                 0                 0                  0             2,000
                                               --------------    --------------     --------------    --------------

                           INCREASE IN CASH
                       AND CASH EQUIVALENTS                 0                 0                  0                 0
   Cash and cash equivalents
   at beginning of year                                     0                 0                  0                 0
                                               --------------    --------------     --------------    --------------

                    CASH & CASH EQUIVALENTS
                             AT END OF YEAR    $            0    $            0     $            0    $            0
                                               ==============    ==============     ==============    ==============

</TABLE>



                       See Notes to Financial Statements.


                                      F-5

<PAGE>



                        FORLINK SOFTWARE CORPORATION INC.
                          (A Development Stage Company)
                            (Formerly Why Not?, Inc.)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1998


NOTE 1:         SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
                Accounting Methods:
                The Company  recognizes income and expenses based on the accrual
                method of accounting.

                Dividend Policy:
                The Company has not yet adopted any policy regarding  payment of
                dividends.

                Organization Costs:
                The Company  amortized its  organization  costs over a five year
                period.

                Income Taxes:
                The Company records the income tax effect of transactions in the
                same year that the transactions  enter into the determination of
                income,  regardless of when the  transactions are recognized for
                tax  purposes.  Tax credits are  recorded in the year  realized.
                Since the Company has not yet realized  income as of the date of
                this report, no provision for income taxes has been made.

                In February,  1992,  the Financial  Accounting  Standards  Board
                adopted  Statement of Financial  Accounting  Standards  No. 109,
                Accounting for Income Taxes, which supersedes  substantially all
                existing  authoritative  literature  for  accounting  for income
                taxes and  requires  deferred  tax  balances  to be  adjusted to
                reflect the tax rates in effect when those  amounts are expected
                to become  payable or  refundable.  The Statement was applied in
                the  Company's   financial   statements   for  the  fiscal  year
                commencing January 1, 1993.

                At December 31, 1998 a deferred tax asset has not been  recorded
                due to the Company's lack of operations to provide income to use
                the net  operating  loss  carryover of $2,630  which  expires as
                follows:

                      Year Ended                Expires                Amount

                   December 31, 1986       December 31, 2001       $    1,950
                   December 31, 1987       December 31, 2002               10
                   December 31, 1988       December 31, 2003               10
                   December 31, 1989       December 31, 2004               10
                   December 31, 1990       December 31, 2005               10
                   December 31, 1991       December 31, 2006               10
                   December 31, 1998       December 31, 2018              630
                                                                   ----------
                                                                   $    2,630
                                                                   ==========


NOTE 2:         DEVELOPMENT STAGE COMPANY
                The Company was incorporated under the laws of the State of Utah
                on  January  7,  1986 as Why  Not?,  Inc.  and  has  been in the
                development stage since incorporation. On December 30, 1993, the
                Company was dissolved as a Utah  corporation and  reincorporated
                as a Nevada corporation.  In December, 1998 the name was changed
                to Light Energy Management,  Inc. and in December, 1999 the name
                was changed to Forlink Software Corporation Inc.

NOTE 3:         CAPITALIZATION
                On the date of incorporation,  the Company sold 1,000,000 shares
                of its common stock to Capital  General  Corporation  for $2,000
                cash for an  average  consideration  of  $.002  per  share.  The
                Company's authorized stock includes 100,000,000 shares of common
                stock at $.001 par  value.  On May 1, 1998  4,000,000  shares of
                stock were issued to Harrop and Co. in  exchange  for all of the
                outstanding   common  stock  of   Teknocapital   Finance,   Ltd.
                ("Tekno").  It was the intent  that the  Company and Tekno would
                merge. When Tekno was unable to produce financial  records,  the
                transaction was modified  whereby the Company would receive cash
                of  $275,000  rather than the shares of Tekno.  The  $275,000 is
                reflected in the equity section at December 31, 1998 as the cash
                was not received prior to December 31, 1998.



                                      F-6

<PAGE>


                        FORLINK SOFTWARE CORPORATION INC.
                          (A Development Stage Company)
                            (Formerly Why Not?, Inc.)
                    NOTES TO FINANCIAL STATEMENTS (continued)
                                December 31, 1998

NOTE 4:         RELATED PARTY TRANSACTIONS
                The Company  neither  owns or leases any real  property.  Office
                services  thru May 1, 1998 were  provided,  without  charge,  by
                Capital  General  Corporation.  Such costs are immaterial to the
                financial statements, and, accordingly,  have not been reflected
                therein.  The officers and directors of the Company are involved
                in other  business  activities  and may, in the  future,  become
                involved in other business opportunities. If a specific business
                opportunity becomes available,  such persons may face a conflict
                in  selecting  between  the  Company  and their  other  business
                interests.  The  Company  has not  formulated  a policy  for the
                resolution of such conflicts.

NOTE 5:         SUBSEQUENT EVENTS
                On  November  3,  1999,  the  Company  entered  into a  Plan  of
                Reorganization with Beijing Forlink Software Technology Co. Ltd.
                ("Beijing").   The  Company  issued  20,000,000  shares  of  its
                restricted  common  stock  to  acquire  100% of the  outstanding
                common  stock of  Beijing.  After the  transaction,  the Beijing
                shareholders  own 80% of the  outstanding  common  stock  of the
                Company. At the same time, three new directors were elected.

                The Company is in the  process of  obtaining  audited  financial
                statements and pro forma information for Beijing.


                                      F-7