<PAGE>   1

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

                                   FORM 10-KSB

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

                                     For the fiscal year ended December 31, 2000

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


                       For the transition period from:           to
                                                       ---------    ---------

                         Commission file number: 0-18731
                                                 -------

                       FORLINK SOFTWARE CORPORATION, INC.
--------------------------------------------------------------------------------
           (Name of small business issuer as specified in its charter)

<TABLE>
<S>                                                                             <C>
 NEVADA                                                                         84-0438458
-------------------------------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)       (IRS Employer Identification No.)

FANG YUAN MANSION 9F, ZHONGGUANCUN SOUTH STREET YI NO. 56, HAIDIAN DISTRICT, BEIJING CHINA     100044
-------------------------------------------------------------------------------------------------------
(Address of principal executive offices)                                                     (Zip Code)
</TABLE>

Issuer's telephone number: 011-8610-88026368
                           -----------------

Securities registered under Section 12(b) of the Exchange Act: None
                                                               ----

Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.001 par value
-----------------------------

         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 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
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. [ ]

         State issuer's revenues for its most recent fiscal year. $728,477.
                                                                  ---------

         As of March 23, 2001 the aggregate market value of the Common Stock
held by non-affiliates, approximately 6,195,000 shares of Common Stock, was
approximately $1,486,800 based on an average of the bid and ask prices of
approximately $.24 per share of Common Stock on such date.

         The number of shares outstanding of the issuer's Common Stock, $.001
par value, as of March 23, 2001 was 25,470,000 shares.

         DOCUMENTS INCORPORATED BY REFERENCE:            None.

         Transitional Small Business Disclosure Format (check one):

         Yes  [ ];  No  [X]



<PAGE>   2


                                     PART I

               CAUTIONARY STATEMENT IDENTIFYING IMPORTANT FACTORS
                THAT COULD CAUSE THE COMPANY'S ACTUAL RESULTS TO
            DIFFER FROM THOSE PROJECTED IN FORWARD LOOKING STATEMENTS

         In connection with the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, readers of this document and any
document incorporated by reference herein, are advised that this document and
documents incorporated by reference into this document contain both statements
of historical facts and forward looking statements. Forward looking statements
are subject to certain risks and uncertainties, which could cause actual results
to differ materially for those indicated by the forward looking statements.
Examples of forward looking statements include, but are not limited to (i)
projections of revenues, income or loss, earning or loss per share, capital
expenditures, dividends, capital structure and other financial items, (ii)
statements of the plans and objectives of the Company or its management or Board
of Directors, including the introduction of new products, or estimates or
predictions of actions by customers, suppliers, competitors or regulatory
authorities, (iii) statements of future economic performance, and (iv)
statements of assumptions underlying other statements and statements about the
Company or its business.

         This document and any documents incorporated by reference herein also
identify important factors which could cause actual results to differ materially
from those indicated by forward looking statements. These risks and
uncertainties include price competition, the decisions of customers, the actions
of competitors, the effects of government regulation, possible delays in the
introduction of new products and services, customer acceptance of products and
services, the Company's ability to secure debt and/or equity financing on
reasonable terms, and other factors which are described herein and/or in
documents incorporated by reference herein.

         The cautionary statements made pursuant to the Private Litigation
Securities Reform Act of 1995 above and elsewhere by the Company should not be
construed as exhaustive or as any admission regarding the adequacy of
disclosures made by the Company prior to the effective date of such Act. Forward
looking statements are beyond the ability of the Company to control and in many
cases the Company cannot predict what factors would cause results to differ
materially from those indicated by the forward looking statements.


ITEM 1. DESCRIPTION OF BUSINESS.

Business Development.

         History of the Company

         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 as Why
Not?, Inc. under the laws of the State of Utah 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.

         Merger with Teknocapital Finance Ltd.

         In May of 1998, the Company entered into an agreement under the terms
of which it intended to merge with Teknocapital Finance Ltd. ("Teknocapital").
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



                                       1
<PAGE>   3


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 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.

         Plan of Reorganization with Beijing Forlink Software Technology Co.
Ltd.

         On November 3, 1999, the Company entered into a Plan of Reorganization
with Beijing Shijiyonglian Ruanjian Jishu Youxian Gongsi (Beijing Forlink
Software Technology Co., Ltd., (hereinafter "BFSTC"), under the terms of which
BFSTC gained control of the Company. Pursuant to the Plan of Reorganization, the
Company acquired 100% of the issued and outstanding shares of BFSTC in exchange
for 20,000,000 shares of the Company's authorized, but unissued, common stock.
BFSTC is engaged in the Internet e-commerce and Internet software development
business, and the Internet vertical portal business. The business of BFSTC has
become the business of the Company.

Business of the Company

         The Company's business is now focused in developing network software
and provide system integration services. The Company also owns
www.softhouse.com.cn, which is one of the biggest portal sites in China, All of
the Company's business is conducted in the People's Republic of China.

         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.

         Cost of Environmental Regulation

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

         Employees

         The Company currently has approximately 46 employees, of which all 46
are full-time.


ITEM 2. DESCRIPTION OF PROPERTY.

         The Company currently owns no real property and rents its facilities in
Beijing, China. It presently leases space at Fang Yuan Mansion 9F, Zhongguancun
South Street Yi No. 56, Haidian District in Beijing, China.

         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 entities primarily engaged in real estate activities.



                                       2
<PAGE>   4


ITEM 3. LEGAL PROCEEDINGS.

         There are no pending legal proceedings involving the Company.


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

         The Company did not submit any matters to a vote of the shareholders in
the fourth quarter of 2000.















                                       3
<PAGE>   5



                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         The Common Stock of the Company is currently trading on the Over the
Counter Bulletin Board system under the symbol "FRLK". Prior to November of
1999, the Company traded under the symbol "YNOT". There is no assurance that the
Common Stock will continue to be quoted or that any liquidity exists for the
Company's shareholders.

         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. Quotations reflect inter-dealer
prices without retail markup, markdown or commissions and may not represent
actual trades.

                                  Common Stock

<TABLE>
<CAPTION>
Quarter Ended                       High Bid        Low Bid
-------------                      ----------     ----------
<S>                                <C>            <C>

December 31, 2000                  $    1.968     $   0.1875
September 30, 2000                 $   4.9375     $     1.01
June 30, 2000                      $     9.50     $    4.406
March 31, 2000                     $    23.50     $     7.25

December 31, 1999                  $    8.125     $   0.0313
September 30, 1999                 $     0.10     $     0.02
June 30, 1999                      $     0.09     $     0.05
March 31, 1999                     $     2.00     $    0.035
</TABLE>


         Holders

         As of March 23, 2001, there were 25,470,000 shares of the Company's
common stock outstanding held of record by approximately 831 persons (not
including beneficial owners who hold shares at broker/dealers in "street name").

         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
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.




                                       4
<PAGE>   6


         The following discussion and analysis should be read in conjunction
with the Company's financial statements and notes thereto included elsewhere in
this Form 10-KSB. Except for the historical information contained herein, the
discussion in this Form 10-KSB contains certain forward looking statements that
involve risks and uncertainties, such as statements of the Company's plans,
objectives, expectations and intentions. The cautionary statements made in this
Form 10-KSB should be read as being applicable to all related forward statements
wherever they appear in this Form 10-KSB. The Company's actual results could
differ materially from those discussed here.

         As discussed in the Company annual report filed on Form 10-KSB for year
end December 31, 1999, on November 3, 1999, the Company completed the reverse
acquisition of Beijing Forlink Software Technology Co. Ltd. ("BFST"). After the
reverse acquisition, the Company had a total of 25,000,000 shares of common
stock issued and outstanding. On December 6, 1999, the Company's name was
changed to Forlink Software Corporation, Inc. ("Forlink"). The Company is
engaged in the network software development and providing system integration
services. The Company also owns www.softhouse.com.cn, which is one of the
biggest vertical portal sites in China. The business of BFST has become the
business of the Company. As of March 31, 2001, there are 25,470,000 shares of
common stock outstanding.

         Results of Operations

         Twelve Months Ended December 31, 2000 compared to Twelve Months Ended
December 31, 1999.

<TABLE>
<CAPTION>
                                     TWELVE MONTHS ENDED
                            DECEMBER 31, 2000       DECEMBER 31, 1999
                            -----------------       -----------------
<S>                              <C>                     <C>
         NET SALES               $728,477                $67,238
</TABLE>

         Net sales were derived from Forlink brand "For-Series" internet
software tools sales, computer hardware sales and internet software system
integration services. Net sales of $728,477 for fiscal year ended December 31,
2000 increased by 983% over fiscal year ended December 31, 1999.

         The revenue growth was primarily attributable to marketing efforts and
increased "For-Series" brand awareness. Our "For-Series" internet software tools
can support our customers to build a business web site within a short period of
time. Our "For-Series" internet software tools are accepted by a considerable
number of customers in the People's Republic of China ("PRC"), such as Legend
Computer Co., Ltd., Chinese.com, Zhaodaola.com, tom.com, Industrial and
Commercial Bank of China, newpalm.com, palm365.com, ccidnet.com, fm365.com,
http://www.95950.com, etc.

         During the fiscal year 2000, the Company mainly expanded the functions
of "For-Mail" and "For-Search". Both of these products received a "Five Star
Product" rating (the highest possible rating), by "PC COMPUTING" Magazine.

         Cost of sales consisted principally of salary for internet technicians,
costs of promotion, system sales and integration, rent of office, depreciation
and other associated costs relating to the delivery of services.

         Cost of sales of $385,719 for fiscal year ended 2000 increased by
2,143% over the fiscal year ended 1999. The increase in cost of sales was driven
by the increase in the purchases of computer related components from third party
and increase in the level of sales. As above mentioned, the Company was in the
initial development stage during the comparable period.

         Selling expenses of $135,256 for fiscal year ended 2000 increased by
1,404% over fiscal year ended 1999. The increase in selling expenses was
attributable to the increase in headcount number of the departments of sales and
customers service. As well, the Company has increased staff salary to a
competitive market level.



                                       5
<PAGE>   7


         General and administrative ("G&A") expenses of $1,062,792 for fiscal
year ended 2000 increased by 2,494% over fiscal year ended 1999. On a year to
date basis, G&A expenses for fiscal year ended 2000 totaled $1,062,792, an
increase of 2,594% over fiscal year ended 1999. The increase in G&A expenses was
because of substantial non-cash compensation expenses (described below), in
addition to the increase in salary of employees at the management level, and
increased rental expenses of $137,984 and advertising expenses of approximately
$178,739 during the year 2000. The number of employees was increased from 15 as
of December 31, 1999 to 50 as of December 31, 2000. The Company has also taken
an aggressive marketing strategy such as launching a net flash program on China
Central TV channel and other 12 TV channels. In order to recruit experienced
computer engineers/technicians, the Company has to increase the staff's salary
to a competitive market level.

         Included in the G&A expenses for fiscal year ended December 31, 2000
were $331,771 in non-cash compensation expenses incurred as a result of the
accounting effect of granting and repricing certain stock options and the
issuance of shares for services under the "Forlink Software Corporation, Inc.
Stock Plan."

      Liquidity and Capital Resources

         During the fiscal year ended December 31, 2000, the Company used
$221,402 to acquire plant and equipment.

         During the fiscal year ended December 31, 2000, $262,572 (net) was
provided by financing activities.

         As of December 31, 2000, the Company had $202,631 cash on hand, and a
working capital surplus of $209,599. However, due to the rapid growth of the
Company, additional capital may be required. In order for the Company to meet
its continuing cash requirements and to successfully implement its growth
strategy, the Company will need to rely on increased future revenues and/or will
require additional financing. In the event additional financing is required, no
assurances can be given that such financing will be available in the amount
required or, if available, that it can be on terms satisfactory to the Company.

      Competition

         As an internet software tools development company, the Company stands
in a unique position in the growing internet market in the PRC. The Company has
developed "For-Series" internet tools, "For-Mail", "For-Search" etc. All the
products are used by a considerable number of reputable companies in the PRC. In
order to solidify our products' leading market position, more resources will be
allocated to the product developments.

      Management of Growth

         If the Company is successful in implementing its growth strategy, the
Company believes it can undergo a period of rapid growth. The Company will focus
on "For-Mail" and "For-Search" development and marketing promotion. The Company
will develop "For-Mail" and "For-Search" in depth and, based on these two
products, develop software application for users in the finance and banking
industrial sector and certain government departments such as the Public Security
Bureau. The Company has integrated the SMS and WAP to its "For-Mail" and
"For-Search". The new system has been implemented on two influential wireless
sites in the PRC.

      Acquisition of Slait

         The Company is in the process of acquiring SLAIT, which is a leading
AIT (Application Integration Technology) company in China. SLAIT was founded in
January of 1998 and specializes in large volume transaction processing software
for network such as mobile phone billing and band operation. SLAIT's unaudited
revenues for year end 2000 were approximately $3,000,000. The combination with




                                       6
<PAGE>   8


SLAIT allows the Company to bid for larger integration contracts. Subject to
shareholder approval, the Company has proposed to acquire SLAIT from SLAIT's
shareholders in exchange for 59,430,000 shares of Common Stock of the Company
and approximately US$140,000.

      New Accounting Pronouncements

         In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133 ("SFAS No. 133"), Accounting for
Derivative Instruments and Hedging Activities. SFAS No. 133 requires companies
to recognize all derivative contracts as either assets or liabilities in the
balance sheet and to measure them at fair value. If certain conditions are met,
a derivative may be specifically designated as a hedge, the objective of which
is to match the timing of gain or loss recognition on the hedging derivative
with the recognition of (i) the changes in the fair value of the hedged asset or
liability that are attributable to the hedged risk or (ii) the earnings effect
of the hedged forecasted transaction. For a derivative not designated as a
hedging instrument, the gain or loss is recognized as income in the period of
change. SFAS No. 133 as amended by SFAS No. 137 is effective for all fiscal
quarters of fiscal years beginning after June 15, 2000. Historically, the
Company has not entered into derivative contracts either to hedge existing risks
or for speculative purposes. Accordingly, the adoption of the standard did not
affect the Company's financial statements.

         In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, Revenue Recognition in Financial Statements (SAB
101). SAB 101, as amended, summarizes and clarifies certain existing accounting
principles for the recognition and classification of revenues in the financial
statements. The adoption of SAB 101 did not have any effect on the Company's
financial statements.


ITEM 7. FINANCIAL STATEMENTS.

         The information required by Item 7 and an index thereto commences on
page F-1, which pages follow this page.


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

         On January 4, 2000 the Company dismissed the independent accountant
firm of Smith & Company and appointed BDO International as its new certified
public accountants. The change in the accounting firms was the result of the
Company's reorganization in November 1999. A Current Report on Form 8-K was
filed on January 10, 2000 to report the change in the accountants.










                                       7
<PAGE>   9


                       FORLINK SOFTWARE CORPORATION, INC.

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                      PAGES
<S>                                                                <C>
Report of Independent Auditors                                         F-1

Consolidated Balance Sheets                                            F-2

Consolidated Statements of Operations                                  F-3

Consolidated Statements of Stockholders' Equity                        F-4

Consolidated Statements of Cash Flows                                  F-5

Notes to Consolidated Financial Statements                          F-6 - F-15
</TABLE>


<PAGE>   10
                         REPORT OF INDEPENDENT AUDITORS


To the Board of Directors of
Forlink Software Corporation, Inc.


We have audited the accompanying consolidated balance sheets of Forlink Software
Corporation, Inc. as of December 31, 2000 and 1999, and the related consolidated
statements of operations, stockholders' equity and cash flows for the years
ended December 31, 2000 and 1999. These consolidated 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 consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

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




BDO INTERNATIONAL

Hong Kong, February 13, 2001


                                      F-1
<PAGE>   11
                       FORLINK SOFTWARE CORPORATION, INC.

                           CONSOLIDATED BALANCE SHEETS

(Expressed in US Dollars)


<TABLE>
<CAPTION>
                                                               DECEMBER 31,     DECEMBER 31,
                                                                  2000             1999
                                                               ------------     ------------
<S>                                                            <C>              <C>
ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                    $   202,631      $   856,233
  Accounts receivable                                               40,392            1,690
  Other receivables, deposits and prepayments (Note 4)             172,747           17,044
  Inventories (Note 5)                                              37,297           34,286
                                                               -----------      -----------

  Total current assets                                             453,067          909,253

PLANT AND EQUIPMENT, NET (Note 6)                                  227,690           43,792
                                                               -----------      -----------

TOTAL ASSETS                                                   $   680,757      $   953,045
                                                               ===========      ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Amounts due to stockholders (Note 7)                         $    83,345      $   120,773
  Other payables and accrued expenses (Note 8)                     144,093          560,476
  Other taxes payable (Note 9)                                      16,030            1,100
                                                               -----------      -----------

  Total current liabilities                                        243,468          682,349
                                                               -----------      -----------


COMMITMENTS AND CONTINGENCIES (Note 10)

STOCKHOLDERS' EQUITY
  Common stock, par value $0.001 per share;
    100,000,000 shares authorized; 25,400,000 and
    25,000,000 shares issued and outstanding, respectively          25,400           25,000
  Additional paid-in capital                                     1,382,001          250,630
  Accumulated losses                                              (970,112)          (4,934)
                                                               -----------      -----------

  Total stockholders' equity                                       437,289          270,696
                                                               -----------      -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $   680,757      $   953,045
                                                               ===========      ===========
</TABLE>


See accompanying notes to consolidated financial statements.


                                      F-2
<PAGE>   12

                       FORLINK SOFTWARE CORPORATION, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

(Expressed in US Dollars)


<TABLE>
<CAPTION>
                                                   YEAR ENDED        YEAR ENDED
                                                  DECEMBER 31,      DECEMBER 31,
                                                       2000            1999
                                                  ------------      ------------
<S>                                               <C>               <C>
NET SALES                                         $    728,477      $     67,238

COST OF SALES                                         (385,719)          (17,200)
                                                  ------------      ------------

GROSS PROFIT                                           342,758            50,038

SELLING EXPENSES                                      (135,256)           (8,992)

GENERAL AND ADMINISTRATIVE EXPENSES                 (1,062,792)          (40,975)

RESEARCH AND DEVELOPMENT EXPENSES                     (120,497)               --
                                                  ------------      ------------

OPERATING (LOSS)/INCOME                               (975,787)               71

INTEREST INCOME                                          7,943             1,432

OTHER INCOME, NET                                        2,666                10
                                                  ------------      ------------

(LOSS)/INCOME BEFORE INCOME TAX                       (965,178)            1,513

PROVISION FOR INCOME TAX (NOTE 11)                          --                --
                                                  ------------      ------------

NET (LOSS)/INCOME                                 $   (965,178)     $      1,513
                                                  ============      ============

EARNINGS/(LOSS) PER SHARE - BASIC AND DILUTED     $      (0.04)     $         --
                                                  ============      ============

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING

    - BASIC                                         25,237,808        20,833,000
                                                  ============      ============

    - DILUTED                                       25,237,808        20,833,000
                                                  ============      ============
</TABLE>


See accompanying notes to consolidated financial statements.


                                      F-3
<PAGE>   13

                       FORLINK SOFTWARE CORPORATION, INC.

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Expressed in US Dollars)


<TABLE>
<CAPTION>
                                  COMMON STOCK
                           --------------------------
                             NUMBER                         ADDITIONAL                                           TOTAL
                               OF                            PAID-IN       SUBSCRIPTION      ACCUMULATED     STOCKHOLDERS'
                             SHARES          AMOUNT          CAPITAL        RECEIVABLE          LOSSES          EQUITY
                           -----------     -----------     -----------     ------------      -----------     ------------
<S>                        <C>             <C>             <C>             <C>               <C>              <C>
Balance,
  November 11, 1998                 --     $        --     $        --      $        --      $        --      $        --
Issuance of common
  stock to BFST's
  stockholders              20,000,000          20,000         100,773               --               --          120,773
Net loss                            --              --              --               --           (6,447)          (6,447)
                           -----------     -----------     -----------      -----------      -----------      -----------

Balance,
  December 31, 1998         20,000,000          20,000         100,773               --           (6,447)         114,326
Return of capital to
  BFST's stockholders               --              --        (120,773)              --               --         (120,773)
Issuance of common
  stock in connection
  with reverse
  acquisition (Note 1)       5,000,000           5,000         270,630         (275,000)              --              630
Payment of
  subscription
  receivable (Note 3)               --              --              --          275,000               --          275,000
Net income                          --              --              --               --            1,513            1,513
                           -----------     -----------     -----------      -----------      -----------      -----------

Balance,
  December 31, 1999         25,000,000          25,000         250,630               --           (4,934)         270,696
Issuance of common
  stock (Note 8)               200,000             200         799,800               --               --          800,000
Issuance of common
  stock in connection
  with compensation
  payments (Note 12)           200,000             200         276,883               --               --          277,083
Issuance of options
  to consultants/lawyers            --              --          54,688               --               --           54,688
Net loss                            --              --              --               --         (965,178)        (965,178)
                           -----------     -----------     -----------      -----------      -----------      -----------

Balance,
  December 31, 2000         25,400,000     $    25,400     $ 1,382,001      $        --      $  (970,112)     $   437,289
                           ===========     ===========     ===========      ===========      ===========      ===========
</TABLE>

See accompanying notes to consolidated financial statements.


                                      F-4
<PAGE>   14

                       FORLINK SOFTWARE CORPORATION, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                (Decrease)/Increase in Cash and Cash Equivalents

(Expressed in US Dollars)


<TABLE>
<CAPTION>
                                                             YEAR ENDED     YEAR ENDED
                                                            DECEMBER 31,   DECEMBER 31,
                                                                2000           1999
                                                            ------------   ------------
<S>                                                         <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net (loss)/income                                          $(965,178)     $   1,513
  Adjustments to reconcile net (loss)/income to net cash
    (used in)/provided by operating activities
    Depreciation of plant and equipment                         37,504          4,773
    Non-cash compensation expenses                             331,771             --
    Changes in:
      Accounts receivable                                      (38,702)        (1,690)
      Other receivables, deposits and prepayments             (155,703)       (17,016)
      Inventories                                               (3,011)       (34,286)
      Other payables and accrued expenses                       83,617         55,756
      Other taxes payable                                       14,930          1,072
                                                             ---------      ---------
NET CASH (USED IN)/PROVIDED BY OPERATING ACTIVITIES           (694,772)        10,122
                                                             ---------      ---------
CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of plant and equipment                          (221,402)       (18,483)
                                                             ---------      ---------
NET CASH USED IN INVESTING ACTIVITIES                         (221,402)       (18,483)
                                                             ---------      ---------
Cash flows from financing activities
  Payment of subscription of common stock                      300,000        275,000
  Monies received from potential investor                           --        500,000
  Capital contribution by stockholder                               --            630
  Repayment to stockholders                                    (37,428)            --
                                                             ---------      ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES                      262,572        775,630
                                                             ---------      ---------
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS          (653,602)       767,269

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                 856,233         88,964
                                                             ---------      ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR                     $ 202,631      $ 856,233
                                                             =========      =========
SUPPLEMENTAL DISCLOSURE OF SIGNIFICANT
  NON-CASH TRANSACTIONS
  Loan from potential investor capitalized                   $ 500,000      $      --
                                                             =========      =========
</TABLE>


See accompanying notes to consolidated financial statements.


                                      F-5
<PAGE>   15

                       FORLINK SOFTWARE CORPORATION, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Beijing Forlink Software Technology Co., Ltd. ("BFST") was established in the
People's Republic of China (the "PRC") on November 11, 1998 as a limited
liability company. It commenced operations in May 1999. The principal activities
of BFST are the provision of computer software consultancy and engineering
services and the development and sale of computer software in the PRC. As a part
of computer consultancy and engineering services, sale of computer hardware is
also a significant business to the Company.

On November 3, 1999, 100% of the common stock of BFST was acquired by Light
Energy Management, Inc. ("LEM"), in exchange for 20,000,000 shares of LEM's
$0.001 par value common stock, plus a cash consideration of Renminbi (RMB)
1,000,000. For accounting purposes, the acquisition has been treated as the
acquisition of LEM by BFST with BFST as the acquirer (reverse acquisition). The
historical financial statements prior to November 3, 1999 are those of BFST. All
shares and per share data prior to the acquisition have been restated to reflect
the stock issuance as a recapitalization of BFST.

LEM was initially incorporated in the State of Utah on January 7, 1986, under
the name of Why Not?, Inc. ("Why Not"). On December 30, 1993, Why Not was
dissolved as a Utah corporation and re-incorporated as a Nevada corporation. In
December 1998, Why Not changed its name to Light Energy Management, Inc. On
December 6, 1999, LEM changed its name to Forlink Software Corporation, Inc.
("the Company").


NOTE 2 - SUMMARY OF IMPORTANT ACCOUNTING POLICIES

BASIS OF ACCOUNTING AND PRINCIPLES OF CONSOLIDATION

The consolidated financial statements are prepared in accordance with generally
accepted accounting principles in the United States of America and present the
financial statements of the Company and its wholly owned subsidiary, BFST. All
material intercompany transactions have been eliminated.

FOREIGN CURRENCY TRANSLATION AND TRANSACTIONS

The functional currency of the Company is US$ and the financial records are
maintained and the financial statements prepared in US$. The functional currency
of BFST is Renminbi (RMB) and the financial records are maintained and the
financial statements are prepared in RMB.

Foreign currency transactions during the year are translated into US$ at the
exchange rates ruling at the transaction dates. Gain and loss resulting from
foreign currency transactions are included in the statement of operations.
Assets and liabilities denominated in foreign currencies at the balance sheet
date are translated into US$ at year end exchange rates. When assets,
liabilities and equity denominated in RMB are translated into US$, translation
adjustments are included as a component of stockholders' equity.

Exchange rates between US$ and RMB are fairly stable during the year presented.
The rates ruling as of December 31, 1999 and 2000 are US$1 : RMB8.28 and US$1 :
RMB8.28, respectively. Due to the stability of the exchange rates, there were no
net adjustments in stockholders' equity.


                                      F-6
<PAGE>   16

                       FORLINK SOFTWARE CORPORATION, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

NOTE 2 - SUMMARY OF IMPORTANT ACCOUNTING POLICIES - CONTINUED

REVENUE RECOGNITION

Revenue from software sales is recognised when all shipment obligations have
been met, fees are fixed and determinable, collection of sales proceeds is
deemed probable and persuasive evidence of an arrangement exists.

In particular, revenue from provision of computer consultancy and engineering
services is recognised when services are rendered in stages as separate
identifiable phases of a project are completed.

The sale of computer hardware is recognised as revenue on the transfer of risks
and rewards of ownership, which generally coincides with the time when the goods
are delivered to customers and title has passed.

INVENTORIES

Inventories are stated at the lower of cost or market. Cost of raw materials
includes cost of purchase computed using the first-in-first-out method; cost of
work-in-progress and finished goods includes cost of materials, direct labor and
an appropriate proportion of production overheads that have been incurred in
bringing the inventories to their present location and condition. Market value
is determined by reference to the sales proceeds of items sold in the ordinary
course of business after the balance sheet date or to management estimates based
on prevailing market conditions.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include all highly liquid investments with an original
maturity of three months or less.

PLANT, EQUIPMENT AND DEPRECIATION

Plant and equipment are stated at cost. Depreciation is computed using the
straight-line method to allocate the cost of depreciable assets over the
estimated useful lives of the assets as follows:

<TABLE>
<CAPTION>
                                             ESTIMATED
                                            USEFUL LIFE
                                             (IN YEARS)
                                            -----------
<S>                                       <C>
Computer equipment                               5
Office equipment                                 5
Motor vehicle                                   5-10
Leasehold improvements                    Over lease term
</TABLE>


                                      F-7
<PAGE>   17
                       FORLINK SOFTWARE CORPORATION, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

NOTE 2 - SUMMARY OF IMPORTANT ACCOUNTING POLICIES - CONTINUED

PLANT, EQUIPMENT AND DEPRECIATION - CONTINUED

Maintenance, repairs and minor renewals are charged directly to the statement of
operations as incurred. Additions and betterment to plant and equipment are
capitalized. When assets are disposed of, the related cost and accumulated
depreciation thereon are removed from the accounts and any resulting gain or
loss is included in the statement of operations.

ADVERTISING COSTS

All advertising costs incurred in the promotion of the Company's products and
services are expensed as incurred.

PROJECT AND COMPUTER SOFTWARE DEVELOPMENT COSTS

In accordance with SFAS No. 86 "Accounting for the Cost of Computer Software to
be Sold, Leased or Otherwise Marketed" software development costs are expensed
as incurred until technological feasibility in the form of a working model has
been established. Deferred software development costs will be amortized over the
estimated economic life of the software once the product is available for
general release to customers. For the current products, the Company determined
that technological feasibility was reached at the point in time it was available
for general distribution. Therefore, no costs were capitalized.

LONG-LIVED ASSETS

The Company periodically reviews their long-lived assets for impairment based
upon the estimated future cash flows expected to result from the use of the
asset and its eventual disposition. When events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable, the asset
is written down to its net realizable value.

INCOME TAXES

The Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards ("SFAS") No. 109. Under SFAS No. 109, deferred tax
liabilities or assets at the end of each period are determined using the tax
rate expected to be in effect when taxes are actually paid or recovered.
Valuation allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized.


                                      F-8
<PAGE>   18

                       FORLINK SOFTWARE CORPORATION, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

NOTE 2 - SUMMARY OF IMPORTANT ACCOUNTING POLICIES - CONTINUED

NET LOSS PER COMMON SHARE

The Company computes net loss per share in accordance with SFAS No. 128,
Earnings per Share ("SFAS No. 128") and SEC Staff Accounting Bulletin No. 98
("SAB 98"). Under the provisions of SFAS No. 128 and SAB 98, basic net loss per
share is computed by dividing the net loss available to common shareholders for
the period by the weighted average number of shares of common stock outstanding
during the period. The calculation of diluted net loss per share gives effect to
common stock equivalents, however, potential common shares are excluded if their
effect is antidilutive.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of certain financial instruments, including cash, accounts
receivable and other payables and accrued expenses approximate their fair values
as of December 31, 2000 and 1999 because of the relatively short-term maturity
of these instruments.

USE OF ESTIMATES

The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect 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.

NEW ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 ("SFAS No. 133"), Accounting for
Derivative Instruments and Hedging Activities. SFAS No. 133 requires companies
to recognize all derivative contracts as either assets or liabilities in the
balance sheet and to measure them at fair value. If certain conditions are met,
a derivative may be specifically designated as a hedge, the objective of which
is to match the timing of gain or loss recognition on the hedging derivative
with the recognition of (i) the changes in the fair value of the hedged asset or
liability that are attributable to the hedged risk or (ii) the earnings effect
of the hedged forecasted transaction. For a derivative not designated as a
hedging instrument, the gain or loss is recognized as income in the period of
change. SFAS No. 133 as amended by SFAS No. 137 is effective for all fiscal
quarters of fiscal years beginning after June 15, 2000. Historically, the
Company has not entered into derivative contracts either to hedge existing risks
or for speculative purposes. Accordingly, the adoption of the standard did not
affect the Company's financial statements.

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 101, Revenue Recognition in Financial Statements (SAB 101). SAB
101, as amended, summarizes and clarifies certain existing accounting principles
for the recognition and classification of revenues in the financial statements.
The adoption of SAB 101 did not have any effect on the Company's financial
statements.


NOTE 3 - SUBSCRIPTION RECEIVABLE

This represents subscription monies receivable in connection with the private
placement of 4,000,000 shares of common stock of LEM prior to the reverse
acquisition of BFST. The monies were fully received in December 1999.


                                      F-9
<PAGE>   19
                       FORLINK SOFTWARE CORPORATION, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)


NOTE 4 - OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS

<TABLE>
<CAPTION>
                        DECEMBER 31,    DECEMBER 31,
                           2000            1999
                        ------------    ------------
<S>                     <C>             <C>
Other receivables        $ 75,397        $     36
Deposits                      996           4,469
Prepayments                96,354          12,539
                         --------        --------
                         $172,747        $ 17,044
                         ========        ========
</TABLE>

NOTE 5 - INVENTORIES

<TABLE>
<CAPTION>
                      DECEMBER 31,   DECEMBER 31,
                          2000           1999
                      ------------   ------------
<S>                   <C>            <C>
Raw materials           $37,297        $   892
Work-in-progress             --         33,394
Finished goods               --             --
                        -------        -------
                        $37,297        $34,286
                        =======        =======
</TABLE>


NOTE 6 - PLANT AND EQUIPMENT, NET

<TABLE>
<CAPTION>
                                     DECEMBER 31,    DECEMBER 31,
                                        2000            1999
                                     ------------    ------------
<S>                                  <C>             <C>
Computer equipment                    $ 97,158        $ 27,734
Office equipment                        69,588           2,046
Motor vehicle                           67,341          18,785
Leasehold improvement                   35,880              --
                                      --------        --------
                                       269,967          48,565
Less: Accumulated depreciation          42,277           4,773
                                      --------        --------
                                      $227,690        $ 43,792
                                      ========        ========
</TABLE>

                                      F-10
<PAGE>   20
                       FORLINK SOFTWARE CORPORATION, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

NOTE 7 - AMOUNTS DUE TO STOCKHOLDERS

The amounts represent cash consideration payable to the original investors of
BFST in connection with the reverse acquisition of BFST by the Company. These
investors became the major stockholders of the Company following the reverse
acquisition.


NOTE 8 - SUBSCRIPTION OF COMMON STOCK

The Company has a plan to raise $2,000,000 through the sale of 200,000 shares of
its common stock at $4.00 per share to an investor and the investor would also
receive warrants to purchase 200,000 shares of common stock at $6.00 per share.
Other payables and accrued expenses at December 31, 1999 included $500,000
non-refundable monies received from the investor in this offer. During the year
of 2000, an additional $300,000 was received from the investor. On July 19,
2000, the Company issued 200,000 shares of its common stock to the investor.
Accordingly, $800,000 was capitalized as common stock and additional
paid-in-capital.


NOTE 9 - OTHER TAXES PAYABLE

Other taxes payable comprise mainly Valued-Added Tax ("VAT") and Business Tax
("BT"). VAT is charged at rates of 6% to 17% on the selling price of BFST's
products. BT is charged at a rate of 5% on the revenue from the provision of
software consultancy services. Since September 2000, in accordance with relevant
PRC tax regulation, all of the Company's operating income becomes subject to VAT
of a rate of 17%. However, since then the Company enjoys a beneficial tax
treatment as a high-tech company. Accordingly, the effective VAT tax rate would
be around 3%.


NOTE 10 - COMMITMENTS AND CONTINGENCIES

OPERATING LEASE COMMITMENT

During the year ended December 31, 2000 and 1999, BFST incurred lease expenses
amounting to $137,570 and $1,861 respectively. As of December 31, 2000, the
Company had commitments under non-cancellable operating lease expiring in excess
of one year amounting to $282,346. Rental payments for each of the succeeding
periods are:

<TABLE>
<S>                                         <C>
January 1, 2001 to December 31, 2001        $242,011
January 1, 2002 to December 31, 2002          40,335
                                            --------
                                            $282,346
                                            ========
</TABLE>


                                      F-11
<PAGE>   21
                       FORLINK SOFTWARE CORPORATION, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

NOTE 11 - INCOME TAX

Pursuant to an approval document dated June 23, 1999 issued by the Beijing Tax
Bureau, BFST, being a "New Technology Enterprise" is eligible to full exemption
from PRC Corporate Income Tax for a period of 3 years commencing January 1,
1999, followed by a 50% reduction from the years from 2003 to 2005.

No provision for deferred taxation has been made as there is no material
temporary difference at the balance sheet date.


NOTE 12 - STOCK PLAN

On June 1, 2000, the stockholders of Company approved a plan of stock-based
compensation incentives for selected eligible participants who are the staff and
consultants of the Company. This plan is known as the "Forlink Software
Corporation, Inc. Stock Plan" (the "Plan"). The total number of shares of common
stock reserved for issuance by the Company either directly as stock awards or
underlying options granted under this Plan shall not be more than 1,600,000.
Under terms of the Plan, options can be issued to purchase shares of the
Company's common stock. The Board of Directors shall determine the terms and
conditions of each option granted to eligible participants, which terms shall be
set forth in writing. The terms and conditions so set by the Board of Directors
may vary from one eligible participant to another.

The Company will account for the options issued to employees using the intrinsic
value method of accounting prescribed by the Accounting Principle Board Opinion
No. 25, "Accounting for Stock Issued to Employees". The Company will also
provide the proforma disclosures required by SFAS No. 123, "Accounting for Stock
Based Compensation".

The following table summarizes the activity on stock options under the stock
plan:

<TABLE>
<CAPTION>
                                                                                         Weighted Average
                                                               Number of shares           Exercise Price
                                                               ----------------          ----------------
<S>                                                            <C>                       <C>
Outstanding at December 31, 1999                                          0                        0
Granted                                                           1,968,000                    $2.28
Exercised                                                                 0                        0
Forfeited or Cancelled                                              631,000                    $5.00
Outstanding at December 31, 2000                                  1,337,000                    $1.00
</TABLE>

All outstanding options at December 31, 2000 are exercisable.

The weighted average fair value of options, calculated using the Black-Scholes
option pricing mode, granted during 2000 was $2.06 per share. The weighted
average remaining life of options outstanding at December 31, 2000 was 6 years.
All outstanding options were exercisable at $1.


                                      F-12
<PAGE>   22

                       FORLINK SOFTWARE CORPORATION, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

NOTE 12 - STOCK PLAN - CONTINUED

If the Company had elected to recognize compensation cost based on the fair
value at the grant dates for options issued under the plans described above,
consistent with the method prescribed by SFAS 123, net loss and loss per share
would have been changed to the pro forma amounts indicated below for the year
ended December 31, 2000:

<TABLE>
<S>                                                 <C>
Net loss
 As reported                                        $  (965,178)
 Proforma                                           $(1,450,458)
Basic and diluted earnings per share
 As reported                                        $     (0.04)
 Proforma                                           $     (0.06)
</TABLE>

The fair value of stock options used to compute pro forma net income applicable
to common shareholders and earnings per share disclosures is the estimated
present value at grant date using the Black-Scholes option-pricing model with
the following weighted average assumptions for 2000: Dividend yield of 0%;
expected volatility of 90%; a risk-free interest rate of 5.98%; and an expected
option life of 5.5 years.

In March 2000, the Financial Accounting Standards Board issued FASB
Interpretation No. 44, Accounting for Certain Transactions involving Stock
Compensation, an interpretation of APB Opinion No. 25. The Interpretation, which
has been adopted prospectively as of July 1, 2000, requires that stock options
that have been modified to reduce the exercise price be accounted for as
variable. The Company repriced 337,000 stock options on September 21, 2000, and
reduced the exercise price to $1 per share, the then-current market price of the
stock. Under the Interpretation, the options are accounted for as variable from
September 21, 2000 until the options are exercised, forfeited or expire
unexercised. Because the market price of the Company's stock increased since
September 21, 2000, the effect of adopting the Interpretation was to increase
net loss for the quarter ended September 30, 2000 by $252,750 or $0.01 per
share. However, as of December 31, 2000, the market price of the Company's stock
decreased to a level lower than the exercise price. Accordingly, on a year to
date basis, there are no effects of adoption the Interpretation and the effect
for the quarter ended September 30, 2000 was reversed as of the year end date.

On June 1, 2000, a fee agreement was entered into between the Company and Futro
and Tranernicht LLC, the corporate attorneys of the Company ("the Attorneys").
It is agreed that the Attorneys would accept as compensation from the Company in
full for all legal services provided and to be provided from the date of June 1,
2000 to April 30, 2001, a fee consisting of the following:

(a)      100,000 shares of common stock of the Company; and

(b)      options to acquire 100,000 shares of common stock of the Company, at an
         exercise price of $5.00 per share.


                                      F-13
<PAGE>   23
                       FORLINK SOFTWARE CORPORATION, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

NOTE 12 - STOCK PLAN - CONTINUED

On July 20, 2000, 100,000 shares of common stock were issued to the Attorneys.
The market value as of that date was $4.00 per share. Expense is recorded based
on the fair value of the stock at grant date and recognized over the service
period of the contract. $233,333 was recognized in the current year. Up to date,
the options have not been issued to the Attorneys. However, on September 21,
2000, the terms of the agreement were changed to issue 500,000 options at $1.
The value of the options is recognized as expense over the service period of the
contract. The value of the options was determined using a Black Scholes model
using the following assumptions:

<TABLE>
<S>                             <C>  <C>
        Expected life           :    5.5 years;
        Risk free rate          :    5.03%;
        Dividends               :    0;
        Volatility              :    90%.
</TABLE>

$43,750 was recognized in the current year.

On June 1, 2000, a consulting agreement was entered into between the Company and
Netreach Studios, Ltd., a marketing consultant of the Company ("the
Consultant"). The Consultant would accept as compensation from the Company in
full for all consulting services to be provided from June 1, 2000 to May 31,
2004, a fee consisting of the following:

(a)      100,000 shares of common stock of the Company; and

(b)      options to acquire 100,000 shares of common stock of the Company, at an
         exercise price of $5.00 per share.

On July 20, 2000, 100,000 shares of common stock were issued to the Consultant.
The market value as of that date was $3.00 per share. Expense is recorded based
on the fair value of the stock at grant date and recognized over the service
period of the contract. $43,750 was recognized in the current year. Up to date,
the options have not been issued to the Consultant. However, on September 21,
2000, the terms of the agreement were changed to issue 500,000 options at $1.
The value of the options is recognized as expense over the service period of the
contract. The value of the options was determined using a Black Scholes model
using the following assumptions:

<TABLE>
<S>                             <C>  <C>
        Expected life           :    5.5 years;
        Risk free rate          :    5.03%;
        Dividends               :    0;
        Volatility              :    90%.
</TABLE>

$10,938 was recognized in the current year.


                                      F-14
<PAGE>   24

                       FORLINK SOFTWARE CORPORATION, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

NOTE 13 - SUBSEQUENT EVENT

On January 11, 2001, the Company entered into an agreement of Plan of
reorganization ("the Plan") with Beijing SLAIT Science & Technology Development
Limited Company ("SLAIT"). It is agreed that the Company will issue to the
shareholders of SLAIT as individuals 59,430,000 authorized but unissued shares
of common stock of the Company in exchange of 100% of the issued and outstanding
shares of the common stock of SLAIT. The closing of this exchange transaction
shall be on the date that is no earlier than 20 days after the completion of a
mailing of a Definitive Information Statement to the shareholders of the Company
as required by Section 14(c) of the Securities Exchange Act of 1934. As of the
latest practicable date, February 13, 2001, the final closing date of this Plan
has not been determined.


                                      F-15
<PAGE>   25


                                    PART III

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

         As of December 31, 2000 and as of the date of filing this report, 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, and are,
as follows:

<TABLE>
<CAPTION>
Name              Age    Position                                                       Director Since
----              ---    --------                                                       --------------
<S>               <C>    <C>                                                            <C>
Liang Che         36     Chief Executive Officer, Chief Financial                        November 1999
                         Officer and Director

Xiaoxia Zhao      37     Chairman, President, Chief Technology Officer and Director      November 1999

Jie Zhang         35     Vice President, Manager of                                      November 1999
                         Technology Development Department
                         and Director

Wei Song          36     Director                                                        November 1999

Michael Harrop    55     Director                                                          May 1998

Huakang He        55     Director                                                        October 2000

Ma Shengli        55     Director                                                        October 2000
</TABLE>

         The Company's directors are elected at the annual meeting of
stockholders, or via an appropriate shareholder consent, 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.

         LIANG CHE has been Chief Executive Officer, Chief Financial Officer and
director of the Company since November 1999. During the period covering 1996
until 1998, he was President of Shenzhen Shen Pu Computer Co., Ltd. and
developed the Shanghai railway ticketing system, which is the largest ticketing
system in China. From 1992 to 1996, he was the General Manager of the Middle
China/South West China District. Liang Che has a Masters Degree in Computer
Science.

         XIAOXIA ZHAO has been Chairman, President, Chief Technical Officer and
director of the Company since November 1999. During the period from January 1998
until October 1998, he was Vice President and Chief Technical Officer of GBS
InfoTech Co. From August 1997 to January 1998, he was Chief Engineer and in
charge of technology management and the system integration department of Beijing
Long Ma Software Development Co., Ltd. From 1996 until 1997, he was the leading
engineer in charge of the Yahoo!Japan operation and support, cooperated with
Panasonic to develop a specialized search engine, worked with Lotus on category
and search system development and with Reuters and Daily News on news page
developments. During the period from 1991 to 1996, he was a System Engineer with
the Japan Itochu Group CRC Research Institute. Xiaoxia Zhao has a Masters Degree
in Computer Science.

         JIE ZHANG has been Vice President, Manager of Technology Development
Department and director of the Company since November 1999. From 1989 to 1998,
Jie Zhang was Senior Engineer for South China Computer Co. and in charge of
CEDGA monitor cards, iron temperature control ASIC chip development, network
design for networks composed of SUN, SGI, and CISCO equipment. During the period
from February 1995 until August 1996, he was sent to Japan to research
international banking



                                       8
<PAGE>   26


software system on the Fujitsu M series super computer. Jie Zhang has a Masters
Degree in Computer Science.

         WEI SONG has been a director of the Company since November 1999. From
1995 until 1998, she was President of Yun Tiing International, Inc. an incharge
computer imp/exp business. During the period covering 1986 to 1995, she was
Manager of the computer department of Hong Kong Da Cang Co., Ltd. Wei Song has a
Bachelors Degree in Computer Science.

         MICHAEL HARROP was President of the Company from May 1998 until
November 1999 and is currently a director of the Company. Mr. Harrop is
President of Harrop, Lees, Brown & Co. in Geneva Switzerland and for the past
five years has been involved in venture capital activities. He is a director of
Century Milestone S&T Co., Ltd. (formerly Haas Neuveux & Company) and VIPC
Communications, Inc. Mr. Harrop was educated at Cambridge University.

         HUAKANG HE has been a director of the Company since October 2000.
Huakang He has been the Standing Director of China Computer Academic since April
2000. From July 1993 until July 1998, he was General Manager of the Greatwall
Software & System Corporation of China. During the period covering July 1998 to
January 2000, Huakang He was appointed Chairman of the Board of Greatwall
Software & System Corporation of China in addition to being General Manager.
Since June 1997, he has been Director and Vice General Manager of the Greatwall
Corporation, Inc. in Shenzhen China. Since October 1996, Huakang He has been
Vice President of the Chamber of Information Industry Association of China.
Since June 1996, he has been Chief Director of the Digital Product Union of
China Information Industry Association and from November 1995 he has been
Director and Vice General Manager of the Greatwall Computer Group Corporation of
China. Huakang He is a certified Engineer Professor. He received a B.A. degree
in Industrial Automatization of Electrical Engineering from Tshinghua University
in February 1968. In March 1981, Huakang He received a Masters Degree in
Automation from Tsinghua University.

         MA SHENGLI has been a director of the Company since October 2000. Since
February 1998, Ma Shengli has been Vice President of Hongtaxingye Investment
Corporation, Inc. From January 1994 until February 1998 she was Finance Director
of the Greatwall Software & System Corporation of China. During the period from
July 1989 until January 1994, Ma Shengli was Project Manager of the Greatwall
Computer Group Corporation of China. From September 1985 until July 1989 she
attended Renming University of China and received a BS degree in Management
Information Systems. Since October 1998 she has been in the MBA program at The
Open University of Hong Kong.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

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

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

         Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than 10% of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
("SEC"). Officers, directors, and greater than 10% shareholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file. Based solely on its review of copies of such reports received or
written representations from certain reporting persons, the Company believes
that, during the year ended December 31, 2000, all Section 16(a) filing
requirements applicable to its officers, directors and ten percent shareholders
were in compliance with SEC regulations, except that Michael Harrop, a director,
has not reported the sale of 400,000 shares of restricted common stock in a
private transaction on or about October 1, 2000.




                                       9
<PAGE>   27


ITEM 10. EXECUTIVE COMPENSATION.

         The following table sets forth information about compensation paid to,
or accrued for the benefit of the Company's officers and directors during the
years ended December 31, 2000, 1999 and 1998. This information includes amounts
that were paid to the management of Beijing Forlink Software Technology Co.,
Inc. prior to the acquisition by the Company and amounts paid to such management
after the acquisition. None of the Company's directors or executive officers
earned more than $100,000 during the years ended December 31, 2000, 1999 and
1998.

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                                   Annual Compensation
                                                            ----------------------------------
                        (a)                    (b)            (c)         (d)         (e)
                        Name                   Year                                  Other
                        And                   Ended                                  Annual
                     Principal               December       Salary       Bonus    Compensation
                      Position                  31            ($)         ($)         ($)
                     ---------               --------       -------      -----    ------------
<S>                                          <C>            <C>          <C>      <C>

Liang Che, CEO, CFO & Director                 2000         $19,958       -0-         -0-
                                               1999           2,927       -0-         -0-
                                               1998             -0-       -0-         -0-

Xiaoxia Zhao, President & Director             2000         $19,955       -0-         -0-
                                               1999           2,905       -0-         -0-
                                               1998             -0-       -0-         -0-

Jie Zhang, Vice President, Manager of          2000         $16,793       -0-         -0-
Technological Development & Director           1999           1,561       -0-         -0-
                                               1998             -0-       -0-         -0-
</TABLE>


<TABLE>
<CAPTION>
                                                           Long Term Compensation
                                                    -----------------------------------
                                                             Awards             Payouts
                                                    -----------------------------------
                (a)                         (b)        (f)            (g)         (h)          (i)
                Name                       Year     Restricted                                 All
                And                        Ended      Stock          Shares      LTIP         Other
             Principal                   December    Award(s)     Underlying    Payouts    Compensation
              Position                      31         ($)          Options       ($)          ($)
             ---------                   --------   ----------    ----------    -------    ------------
<S>                                      <C>        <C>           <C>          <C>         <C>

Liang Che, CEO, CFO & Director             2000        -0-            -0-         -0-          -0-
                                           1999        -0-            -0-         -0-          -0-
                                           1998        -0-            -0-         -0-          -0-

Xiaoxia Zhao, President & Director         2000        -0-            -0-         -0-          -0-
                                           1999        -0-            -0-         -0-          -0-
                                           1998        -0-            -0-         -0-          -0-

Jie Zhang, Vice President, Manager         2000        -0-            -0-         -0-          -0-
of Technological Development &             1999        -0-            -0-         -0-          -0-
Director                                   1998        -0-            -0-         -0-          -0-
</TABLE>


         Because no options, stock appreciation rights or Long-Term Incentive
Plans have been granted to any of the executive officers, the information and
tables otherwise required by this Item which relate to such forms of
compensation have been omitted.

         There are no written employment agreements with any of the Company's
executive officers.



                                       10
<PAGE>   28


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

         The following table sets forth, as of March 23, 2001, the stock
ownership of each person known to the Company to be the beneficial owner of five
percent (5%) or more of the Company's Common Stock, each executive officer and
director individually and all executive and directors of the Company as a group.

<TABLE>
<CAPTION>
                                                                                    Percent Owned
         Name and Address of                              Amount and Nature of    Beneficially and
          Beneficial Owner                                Beneficial Ownership        of Record
                (3)                                             (1)(4)                   (2)
         -------------------                              --------------------    -----------------
<S>                                                      <C>                      <C>
       Liang Che                                               5,781,000                22.7%
       Zhong Zhi SRP Co
       Shen Nan Zhong RD Shnzhn
       Guang Dong Province
       China

       Xiaoxia Zhao                                            5,790,500                22.7%
       231-2-501 Hui Xing Li
       Chao Yang District
       Beijing, China

       Wei Song                                                5,612,500                22.0%
       18 Golden Star
       Irvine, CA 92604, USA

       Jie Zhang                                               1,291,000                 5.1%
       No. 21 Shiu Jun Nan Nie
       Guangzhou
       Guang Dong Province, China

       Michael Harrop                                           800,000                  3.1%
       94 Rue de Lausanne, CH1202
       Geneva, Switzerland

       Huakang He                                                  0                      0%
       6-4-602 Fengya Yuan, Huelongguan, Beijing

       Ma Shengli                                                  0                      0%
       9F Fangyuan Masion,
       Zhongguancun South Road Yi 56, Haidian,
       Beijing

       All officers and directors of the Company as            19,275,000               75.7%
       a group (seven persons)
</TABLE>

----------

(1)  Unless otherwise indicated, all shares are directly owned and investing
     power is held by the persons named in the table.

(2)  Based upon 25,470,000 shares of Common Stock outstanding as of March 23,
     2001.

(3)  Each individual named in the table is an officer or director of the
     Company.



                                       11
<PAGE>   29


(4)  All of the shares of Common Stock held by officers, directors and principal
     shareholders listed above are "restricted securities" and, as such, are
     subject to limitations on resale. The shares may be sold pursuant to Rule
     144 of the Securities Act of 1933, as amended, under certain circumstances.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         The Company 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 and bore interest at the rate of 1 percent per annum. The
note has since been paid in full.

         On November 3, 1999, the Company entered into a Plan of Reorganization
with Beijing Shijiyonglian Ruanjian Jishu Youxian Gongsi (Beijing Forlink
Software Technology Co. Ltd., (hereinafter "BFSTC"), under the terms of which
BFSTC gained control of the Company. Pursuant to the Plan of Reorganization (the
"Plan"), the Company acquired 100% of the issued and outstanding shares of BFSTC
in exchange for 20,000,000 shares of restricted Common Stock of the Company.
Under the terms of the Plan, Liang Che, Xiaoxia Zhao, and Wei Song were issued
5,812,500 shares each, and Jie Zhang was issued 1,312,500 shares.


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

(a)  Exhibits

Exhibit
Number                  Description
-------                 -----------

2.1                     Plan of Reorganization with Beijing Forlink Software
                        Technology Co. Ltd. dated November 3, 1999 (Incorporated
                        by reference to Exhibit No. 2.1 of the current report on
                        Form 8-K dated November 3, 1999, and filed November 18,
                        1999.)

2.2                     Addendum to the Plan of Reorganization dated November 3,
                        1999. (Incorporated by reference to Exhibit No. 2.2 of
                        the current report on Form 8-K/A-2 dated November 3,
                        1999, and filed March 31, 2000.)

3.1                     Articles of Incorporation, as amended and currently in
                        effect. (Incorporated by reference to Exhibit No. 3.1 of
                        the Form 10-QSB for the quarter ended March 31, 2000,
                        and filed on May 13, 2000.)

3.2                     Bylaws dated May 11, 2000. (Incorporated by reference to
                        Exhibit No. 3.2 of the Form 10-QSB for the quarter ended
                        March 31, 2000, and filed on May 13, 2000.)

10.1                    Forlink Software Corporation, Inc. Stock Plan dated June
                        1, 2000. (Incorporated by reference to Exhibit 10.1 of
                        the Company's Registration Statement on Form S-8 (file
                        no. 333-41700) filed July 19, 2000.)


(b)  Reports on Form 8-K

         The Company did not file any Current Reports on Form 8-K during the
quarter ended December 31, 2000.



                                       12
<PAGE>   30


                                   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.

                                   FORLINK SOFTWARE CORPORATION, INC.
Dated:  April 12, 2001.
                                   By: /s/ Liang Che
                                       -----------------------------------------
                                       Liang Che, Chief Executive Officer, Chief
                                       Financial and Accounting Officer and
                                       Director

         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.

                                   By: /s/ Liang Che
                                       -----------------------------------------
                                       Liang Che, Chief Executive Officer, Chief
                                       Financial and Accounting Officer and
                                       Director

                                   Date:  April 12, 2001


                                   By: /s/ Xiaoxia Zhao
                                       -----------------------------------------
                                       Xiaoxia Zhao, Director

                                   Date:  April 12, 2001


                                   By: /s/ Jie Zhang
                                       -----------------------------------------
                                       Jie Zhang, Director

                                   Date:  April 12, 2001


                                   By: /s/ Michael Harrop
                                       -----------------------------------------
                                       Michael Harrop, Director

                                   Date:  April 12, 2001



                                       13