<PAGE>

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

                                 FORM 10-QSB

[X]  Quarterly Report Under Section 13 or 15(d) of the 
     Securities Exchange Act of 1934

     For the quarterly period ended March 31, 1998
                                    --------------

[ ]  Transition Report Under Section 13 or 15(d) of the
     Securities Exchange Act of 1934

     For the transition period from _________ to _________

                       Commission file number:  0-8128
                                                ------

                             FREMONT CORPORATION
-------------------------------------------------------------------------------
      (Exact name of small business issuer as specified in its charter)

            Delaware                             76-0402886      
-------------------------------            ----------------------
(State or other jurisdiction of               (I.R.S. Employer 
incorporation or organization)             Identification Number)

                     9454 Wilshire Boulevard, 6th Floor 
                       Beverly Hills, California 90212
-------------------------------------------------------------------------------
                   (Address of principal executive offices)

Issuer's telephone number, including area code:  (310) 358-1006
                                                 --------------

                                    Not applicable
-------------------------------------------------------------------------------
                (Former name, former address and former fiscal year, 
                            if changed since last report.)

     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 [ ] 

     As of March 31, 1998, the issuer had 5,861,639 shares of common stock
issued and outstanding.

Transitional Small Business Disclosure Format:  Yes [ ]  No [X]


                                       1

<PAGE>

                     FREMONT CORPORATION AND SUBSIDIARIES

                                    INDEX


PART 1.  FINANCIAL INFORMATION

     Item 1.  Financial Statements

              Condensed Consolidated Balance Sheets (Unaudited) -
              December 31, 1997 and March 31, 1998     

              Condensed Consolidated Statements of Operations                   
              (Unaudited) -
              Three Months Ended March 31, 1997 and 1998

              Condensed Consolidated Statements of Cash Flows                   
              (Unaudited) -
              Three Months Ended March 31, 1997 and 1998

              Notes to Condensed Consolidated Financial                         
              Statements (Unaudited) -
              Three Months Ended March 31, 1997 and 1998

     Item 2.  Management's Discussion and Analysis or Plan of                   
              Operation


PART II.  OTHER INFORMATION

     Item 6.  Exhibits and Reports on Form 8-K


SIGNATURES


                                       2

<PAGE>

                         FREMONT CORPORATION AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                               (Amounts in thousands,  
                     except number of shares and per share data)

<TABLE>
<CAPTION>
                           December 31, 1997    March 31, 1998
                           -----------------  ------------------
                             RMB       USD       RMB      USD
                           -------    ------   -------   ------
<S>                        <C>        <C>      <C>       <C>
ASSETS
                    
Current assets:
  Cash and cash 
   equivalents               5,016       604     4,197      506
  Accounts receivable,
   net                      72,600     8,747    77,669    9,358
  Inventories (Note 2)      64,117     7,725    64,361    7,754
  Due from SCH               8,338     1,005     9,775    1,178
  Due from Easy Keen
   (Note 5)                 17,370     2,093    17,370    2,093
  Prepayments and 
   other current assets     21,017     2,532    21,087    2,540
                           -------    ------   -------   ------
    Total current assets   188,458    22,706   194,459   23,429
                           -------    ------   -------   ------

Property, plant and
 equipment                 163,826    19,737   164,089   19,770
Less accumulated
 depreciation              (31,291)   (3,770)  (33,699)  (4,060)
                           -------    ------   -------   ------
                           132,535    15,967   130,390   15,710
                           -------    ------   -------   ------   
Rental deposit to SCH       22,800     2,747    22,100    2,662
Goodwill, net               35,811     4,315    35,566    4,285
Other long-term assets       6,631       799     5,853      705
                           -------    ------   -------   ------
    Total assets           386,235    46,534   388,368   46,791
                           -------    ------   -------   ------
                           -------    ------   -------   ------
</TABLE>

                                     (continued)

                                          3

<PAGE>

                         FREMONT CORPORATION AND SUBSIDIARIES
             CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)(continued)
                               (Amounts in thousands,  
                     except number of shares and per share data)

<TABLE>
<CAPTION>
                           December 31, 1997    March 31, 1998
                           -----------------  ------------------
                             RMB       USD       RMB      USD
                           -------    ------   -------   ------
<S>                        <C>        <C>      <C>       <C>
LIABILITIES AND 
SHAREHOLDERS' EQUITY

Current liabilities:
  Short-term borrowings     75,041     9,041    75,252    9,067
  Accounts payable          32,662     3,935    27,975    3,370
  Accrued expenses and
   other liabilities        49,312     5,941    54,261    6,537
  Taxes payable             12,839     1,547    12,892    1,553
  Finance lease 
   obligations, current
   portion                   8,246       994     8,246      994
                           -------    ------   -------   ------
    Total current 
     liabilities           178,100    21,458   178,626   21,521 

Finance lease
 obligations, 
 non-current portion         2,363       284     2,363      284
Long-term bank loans         6,100       735     6,600      796
Loan from MTE (Note 3)      33,280     4,010    33,280    4,010
Other long-term payables     3,350       403     3,350      403
                           -------    ------   -------   ------
    Total liabilities      223,193    26,890   224,219   27,014
                           -------    ------   -------   ------

Minority interests          11,103     1,338    10,798    1,301
                           -------    ------   -------   ------

</TABLE>

                                     (continued)

                                          4

<PAGE>

                         FREMONT CORPORATION AND SUBSIDIARIES
             CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)(continued)
                               (Amounts in thousands,  
                     except number of shares and per share data)

<TABLE>
<CAPTION>
                           December 31, 1997     March 31, 1998
                           -----------------   ------------------
                             RMB       USD        RMB      USD
                           -------    ------    -------   ------
<S>                        <C>        <C>       <C>       <C>
LIABILITIES AND 
SHAREHOLDERS' EQUITY

Shareholders' equity:
 Common stock, par value
  US$ .001 per share;
  authorized - 
  100,000,000 shares;
  issued and 
  outstanding -
  5,861,639 shares at
  December 31, 1997 and
  March 31, 1998                49         6        49        6
 Additional paid-in 
  capital                  118,134    14,233   118,134   14,233
 Dedicated capital          11,785     1,420    11,785    1,420
 Retained earnings          21,971     2,647    23,383    2,817
                           -------    ------   -------   ------
    Total shareholders'
     equity                151,939    18,306   153,351   18,476
                           -------    ------   -------   ------
    Total liabilities
     and shareholders'  
     equity                386,235    46,534   388,368   46,791
                           -------    ------   -------   ------
                           -------    ------   -------   ------
</TABLE>



                              See accompanying notes to 
                     condensed consolidated financial statements.

                                          5

<PAGE>

                         FREMONT CORPORATION AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                                (Amounts in thousands,
                     except number of shares and per share data)

<TABLE>
<CAPTION>
                                 Three Months Ended March 31,
                               ---------------------------------
                                 1997              1998        
                               ---------   ---------------------
                                  RMB         RMB         USD
                               ---------   ---------   ---------
<S>                            <C>         <C>         <C>
Sales
 - to related companies            7,517       2,733         329
 - to others                      36,698      29,336       3,535
                                  ------      ------       -----
                                  44,215      32,069       3,864
                                  ------      ------       ----- 
Cost of goods sold 
 - purchases from related
    companies                      3,259       1,616         195
 - others                         30,171      22,198       2,674
                                  ------      ------       -----
                                  33,430      23,814       2,869
                                  ------      ------       ----- 
Gross profit                      10,785       8,255         995
Selling, general and
  administrative expenses          5,007       6,952         838   
Less:  Shared by SCH              (1,298)     (2,488)       (299)
Interest expense, net              2,456       2,674         322
Other expense, net                    47          10           1
                                  ------      ------       -----
  Income before income taxes       4,573       1,107         133
Provision for income taxes          (500)                   
                                  ------      ------       ----- 
  Income before minority 
   interests                       4,073       1,107         133
Minority interests                   318         305          37
                                  ------      ------       -----
  Net income                       4,391       1,412         170
                                  ------      ------       ----- 
                                  ------      ------       ----- 
Net income per common share
  (Note 1)                           .75         .24         .03
                                  ------      ------       ----- 
                                  ------      ------       ----- 
Weighted average number of
  common shares outstanding
  (Note 1)                     5,824,972   5,861,639   5,861,639                 
                               ---------   ---------   ---------
                               ---------   ---------   ---------
</TABLE>

                              See accompanying notes to
                     condensed consolidated financial statements.

                                         6

<PAGE>

                         FREMONT CORPORATION AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                (Amounts in thousands)

<TABLE>
<CAPTION>
                                 Three Months Ended March 31,
                               ---------------------------------
                                 1997              1998        
                               ---------   ---------------------
                                  RMB         RMB         USD
                               ---------   ---------   ---------
<S>                            <C>         <C>         <C>
Cash flows from operating 
 activities:
 Net income                        4,391       1,412         170 
  Adjustments to reconcile net
   income to net cash used in
   operating activities:
    Depreciation                   2,854       2,408         290
    Amortization                     367         367          44
    Minority interests              (318)       (305)        (37)
    Rental expense offset 
     against rental deposit
     to SCH                          700         700          85
    Changes in operating 
     assets and liabilities:
     (Increase) decrease in -
      Accounts receivable         (3,961)     (5,069)       (611)
      Inventories                   (112)       (244)        (29)
      Due from SCH                   655      (1,437)       (173)
      Due from Easy Keen           2,559     
      Prepayments and other
       current assets              1,386         (70)         (8)
      Other long-term assets          85         656          79
     Increase (decrease) in -
      Accounts payable            (9,691)     (4,687)       (565)
      Accrued expenses and 
       other liabilities            (787)      4,949         596
      Taxes payable                  825          53           7
      Other long-term payables        72         
                                  ------      ------      ------
       Net cash used in 
        operating activities        (975)     (1,267)       (152)
                                  ------      ------      ------
Cash flows from investing
 activities:
  Additions to property, plant 
   and equipment                                (263)        (32)
                                  ------      ------      ------
       Net cash used in 
        investing activities                    (263)        (32)
                                  ------      ------      ------
</TABLE>
                                     (continued)

                                          7

<PAGE>

                         FREMONT CORPORATION AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) 
                                     (continued)
                                (Amounts in thousands)

<TABLE>
<CAPTION>
                                 Three Months Ended March 31,
                               ---------------------------------
                                 1997              1998        
                               ---------   ---------------------
                                  RMB         RMB         USD
                               ---------   ---------   ---------   
<S>                            <C>         <C>         <C>
Cash flows from financing
 activities:
  Net proceeds from short-term 
   borrowings                      4,200         211          26
  Net proceeds from long-term
   bank loans                                    500          60
  Payments of finance lease
   obligations                    (3,117)     
  Exercise of warrants, net
   of costs                          224      
                                  ------      ------      ------ 
      Net cash provided by
       financing activities        1,307         711          86
                                  ------      ------      ------
Cash and cash equivalents:
  Net increase (decrease)            332        (819)        (98)
  At beginning of period           4,806       5,016         604
                                  ------      ------      ------ 
  At end of period                 5,138       4,197         506                 
                                  ------      ------      ------ 
                                  ------      ------      ------ 
</TABLE>

                              See accompanying notes to 
                     condensed consolidated financial statements.

                                       8

<PAGE>

                         FREMONT CORPORATION AND SUBSIDIARIES
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                      THREE MONTHS ENDED MARCH 31, 1997 AND 1998
                                           

1.  ORGANIZATION AND BASIS OF PRESENTATION

ORGANIZATION - Fremont Corporation, a Delaware corporation (the "Company"), 
was incorporated in the State of Utah on April 22, 1955, as Fremont Uranium 
Corporation.  As of July 1, 1993, the Company reincorporated in the State of 
Delaware and changed its name to Fremont Corporation.

REVERSE ACQUISITION - From 1989 through April 28, 1995, the Company was 
engaged in acquiring interests in oil and natural gas properties and in 
seeking potential acquisition or merger opportunities.  The Company entered 
into a Share Exchange Agreement dated as of March 23, 1995, and as amended on 
March 30, 1995, with Million Treasure Enterprises Limited ("MTE") and Winfill 
Holdings International Limited ("Winfill"), both of which are British Virgin 
Islands corporations.  Pursuant to the Share Exchange Agreement, on April 28, 
1995, the Company acquired from MTE 41,000 shares of common stock of Winfill, 
representing all of the issued and outstanding capital stock of Winfill, in 
exchange for the issuance of 4,760,000 shares of the Company's common stock, 
together with a warrant which allows MTE and/or its designee to receive up to 
2,000,000 shares of Class B common stock in exchange for an equivalent number 
of shares of common stock.  The terms of the Class B common stock are 
identical to that of the common stock (which will be designated Class A 
common stock) except that the holder thereof will be entitled to three votes 
per share.  The warrant can be exercised after the Company's Certificate of 
Incorporation is amended to authorize the Class B common stock.  

     Immediately prior to this transaction, after a 1-for 100 reverse stock 
split effective April 28, 1995, the Company had a total of 842,639 shares of 
common stock issued and outstanding, including 770,000 shares issued to 
certain consultants in conjunction with the reverse acquisition which were 
valued at RMB 6,405,000 and charged to operations.  The 4,760,000 shares of 
common stock represented approximately 85% of the outstanding shares of 
common stock of the Company, after all shares were issued and the 1-for-100 
reverse stock split was effected as set forth in the Share Exchange 
Agreement.  All common share and per share data in the accompanying condensed 
consolidated financial statements have been restated to reflect this reverse 
stock split.

     Pursuant to the terms of the Share Exchange Agreement, the Company 
transferred to Joseph W. Petrov, the Company's former president and 
controlling shareholder, all of its operating

                                       9

<PAGE>

assets existing immediately subsequent to the closing of the previously 
described transaction (excluding the shares of Winfill) in exchange for the 
assumption by Mr. Petrov of all of the liabilities of the Company as of the 
closing and the delivery of a release of all obligations owed by the Company 
to an affiliate of Mr. Petrov.  In addition, at the closing, each member of 
the Company's Board of Directors resigned, and was replaced by 
representatives of MTE and Winfill.

     South China Bicycles Winfill Limited ("SCBW") is a Sino-foreign joint 
venture formed to engage in the design, manufacture and marketing of 
bicycles, bicycle parts and components and steel tubes.  Winfill owns a 98% 
equity interest in SCBW and South China Bicycles Company (Holdings) Limited 
("SCH"), a state-owned enterprise incorporated in the People's Republic of 
China, owns the remaining 2% equity interest in SCBW.  Winfill and SCH formed 
SCBW effective July 1, 1994, to acquire and operate the bicycle, bicycle 
parts and components and steel tube manufacturing operations of SCH at a 
consideration of RMB 152,076,000.  Except for a 69% interest in South China 
Bicycles Co. Ltd. ("SCB"), SCBW owns 100% interests in its principal 
operating subsidiaries, all of which are organized in the People's Republic 
of China.  The factory operations of SCBW's subsidiaries are located at 
several sites in Zhaoqing City, Guangdong Province, People's Republic of 
China.  SCB owns a 99.99% interest in Fogance Industries Limited, which is 
the Hong Kong-based overseas purchasing and sales agent for the Company.  For 
accounting purposes, the transaction has been treated as a recapitalization 
of Winfill with Winfill as the acquiror (reverse acquisition).  The 
consolidated financial statements have been prepared in accordance with 
generally accepted accounting principles in the United States of America.  

     The 31% minority interest in SCB is owned by a company, the president of 
which is a director of the Company.  The director is also a shareholder of 
Hong Kong Easy Keen Industries Ltd. ("Easy Keen") and of MTE, the controlling 
shareholder of the Company.  The Company conducts a substantial portion of 
its sales and purchases through related parties (SCH and Easy Keen), and has 
additional significant continuing transactions with such related parties.  
The inability of the Company to continue to conduct a substantial portion of 
its sales through related companies could have a material adverse effect on 
the Company's results of operations and financial condition.  

FOREIGN CURRENCY TRANSLATION - In preparing the consolidated financial 
statements, the financial statements of the Company are measured using 
Renminbi ("RMB") as the functional currency.  All foreign currency 
transactions are translated into RMB using the applicable floating rates of 
exchange as quoted by the People's Bank of China prevailing at the date of 
the transactions.  Monetary assets and liabilities denominated in foreign 
currencies are translated into RMB using the applicable exchange rates 

                                      10

<PAGE>

prevailing at the balance sheet dates.  The resulting exchange gains or 
losses are recorded in the consolidated statements of operations for the 
periods in which they occur.

     The Company's share capital is denominated in United States dollars 
("USD" or "US$") and the reporting currency is the RMB.  For financial 
reporting purposes, the USD share capital amounts have been translated into 
RMB at the applicable rates prevailing on the transaction dates.

     Translation of amounts from RMB into USD for the convenience of the 
reader has been made at the noon buying rate in New York City for cable 
transfers in foreign currencies as certified for customs purposes by the 
Federal Reserve Bank of New York on March 31, 1998 of US$1.00 = RMB 8.3.  No 
representation is made that the RMB amounts could have been, or could be, 
converted into USD at that rate or at any other certain rate.  

BASIS OF PRESENTATION - The accompanying consolidated financial statements 
are unaudited but, in the opinion of management of the Company, contain all 
adjustments necessary to present fairly the financial position at March 31, 
1998, the results of operations for the three months ended March 31, 1997 and 
1998, and the changes in cash flows for the three months ended March 31, 1997 
and 1998.  These adjustments are of a normal recurring nature.  The 
consolidated balance sheet as of December 31, 1997 is derived from the 
Company's audited financial statements.  The accompanying consolidated 
financial statements include the operations of the Company and its 
subsidiaries.  All significant intercompany accounts and transactions have 
been eliminated in consolidation.

     Certain information and footnote disclosures normally included in 
financial statements that have been prepared in accordance with generally 
accepted accounting principles have been condensed or omitted pursuant to the 
rules and regulations of the Securities and Exchange Commission, although 
management of the Company believes that the disclosures contained in these 
financial statements are adequate to make the information presented therein 
not misleading.  For further information, refer to the consolidated financial 
statements and notes thereto included in the Company's Annual Report on Form 
10-KSB for the fiscal year ended December 31, 1997, as filed with the 
Securities and Exchange Commission.

     The results of operations for the three months ended March 31, 1998 are 
not necessarily indicative of the results of operations to be expected for 
the full fiscal year ending December 31, 1998.

     Certain prior period amounts have been reclassified to conform with the 
current year presentation.

                                      11

<PAGE>

NET INCOME PER COMMON SHARE - Effective December 31, 1997, the Company 
adopted Statement of Financial Accounting Standards No. 128, "Earnings Per 
Share" (SFAS 128), which requires the presentation of basic and diluted 
earnings per share. Basic earnings per share are calculated by dividing net 
income by the weighted average number of common shares outstanding during the 
period.  Diluted earnings per share are calculated by dividing net income by 
the basic shares and all dilutive securities (warrants), but does not include 
the impact of potential common shares which would be antidilutive.  These 
dilutive securities were anti-dilutive in 1998, and were not material in 
1997.  Net income per share for the three months ended March 31, 1997 was 
restated as a result of SFAS 128.   

     Net income per common share for the three months ended March 31, 1997 
and 1998 is based on the weighted average number of shares of common stock 
outstanding for each period.  No diluted earnings per share has been 
presented, as the effect of outstanding common stock purchase warrants is 
either anti-dilutive or not material. 

2.  INVENTORIES

     Inventories consisted of the following at December 31, 1997 and March 
31, 1998:

<TABLE>
<CAPTION>
                     December 31, 1997        March 31, 1998
                   ---------------------   ---------------------
                      RMB         USD         RMB         USD
                   ----------  ---------   ----------  ---------
<S>                <C>         <C>         <C>         <C>
Raw materials      33,498,000  4,036,000   30,625,000  3,690,000
Work-in-progress    7,330,000    883,000    9,358,000  1,127,000
Finished goods     23,289,000  2,806,000   24,378,000  2,937,000
                   ----------  ---------   ----------  ---------
                   64,117,000  7,725,000   64,361,000  7,754,000
                   ----------  ---------   ----------  ---------
                   ----------  ---------   ----------  ---------
</TABLE>

3.  LOAN FROM MTE

     The unsecured loan of RMB 33,280,000 from MTE, the parent company, is 
denominated in USD, bears no interest, and has no fixed repayment terms.     

4.  CONSULTING CONTRACTS

     Pursuant to consulting service agreements dated August 1, 1997 and 
subsequent amendments, the Company engaged the services of two consultants to 
provide corporate and financial consulting services for a period of three 
years commencing January 1, 1998.

                                      12

<PAGE>

As consideration for their services, the Company agreed to issue to the 
consultants a total of 120,000 shares of common stock in 1998.  As of March 
31, 1998, the shares of common stock had not been issued.

5.  DUE FROM EASY KEEN

     As of December 31, 1997 and March 31, 1998, RMB 17,370,000 was due from 
Easy Keen.  A director of the Company is also a shareholder of Easy Keen and 
MTE.  SCBW and Easy Keen have agreed to settle the net amount due SCBW by 
Easy Keen supplying raw materials of the same value during 1998, or otherwise 
by payment in cash.

6.  RECENT ACCOUNTING PRONOUNCEMENTS

     In June 1997, the Financial Accounting Standards Board issued Statement 
No. 130, "Reporting Comprehensive Income", which is effective for financial 
statements issued for fiscal years beginning after December 15, 1997.  This 
statement establishes standards for the reporting and display of 
comprehensive income and its components in a full set of general purpose 
financial statements. Comprehensive income consists of net income and other 
comprehensive income. Other comprehensive income refers to revenues, 
expenses, gains and losses that under generally accepted accounting 
principles are included in comprehensive income but are excluded from net 
income.  Adoption of this statement is not expected to have an impact on the 
Company's current disclosures and presentation.

     In June 1997, the Financial Accounting Standards Board issued Statement 
No. 131, "Disclosures about Segments of an Enterprise and Related 
Information", which is effective for financial statements issued for fiscal 
years beginning after December 15, 1997.  This statement requires that public 
companies report certain information about their major customers, operating 
segments, products and services, and the geographic areas in which they 
operate.  Adoption of this statement is not expected to have an impact on the 
Company's current disclosures and presentation.  

     In February 1998, the Financial Accounting Standards Board issued 
Statement No. 132, "Employers' Disclosures about Pensions and Other 
Postretirement Benefits", which is effective for financial statements issued 
for fiscal years beginning after December 15, 1997.  This statement revises 
employers' disclosures about pension and other postretirement benefit plans.  
Adoption of this statement is not expected to have an impact on the Company's 
current disclosures and presentation.   

                                      13

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Cautionary Statement Pursuant to Safe Harbor Provisions of the Private
Securities Litigation Reform Act of 1995:

     This Quarterly Report on Form 10-QSB contains "forward-looking 
statements" within the meaning of the Federal securities laws.  These 
forward-looking statements include, among others, statements concerning the 
Company's expectations regarding sales trends, gross margin trends, the 
availability of short-term bank borrowings to fund operations and capital 
expenditures, the repayment of loans, facility expansion plans, and other 
statements of expectations, beliefs, future plans and strategies, anticipated 
events or trends, and similar expressions concerning matters that are not 
historical facts.  The forward-looking statements in the Quarterly Report on 
Form 10-QSB for the quarterly period ended March 31, 1998 are subject to 
risks and uncertainties that could cause actual results to differ materially 
from those results expressed in or implied by the statements contained 
herein. 

Overview:

     Effective April 28, 1995, the Company acquired Winfill.  Winfill owns a 
98% interest in SCBW, a Sino-foreign joint venture engaged in the design, 
manufacture and marketing of bicycles, bicycle parts and components, steel 
tubes, and exercise equipment.  Winfill commenced operations effective July 
1, 1994.  Except for a 69% interest in SCB, SCBW owns 100% interests in its 
principal operating subsidiaries, all of which are organized in the People's 
Republic of China.  The factory operations of SCBW's subsidiaries are located 
at several sites in Zhaoqing City, Guangdong Province, People's Republic of 
China. SCB owns a 99.99% interest in Fogance Industries Limited, which is the 
Hong Kong-based overseas purchasing and sales agent for the Company.        

     For accounting purposes, the transaction has been treated as a 
recapitalization of Winfill with Winfill as the acquiror (reverse 
acquisition). The consolidated financial statements include the accounts of 
Winfill and its majority owned and controlled subsidiaries.  

Consolidated Results of Operations:

     Three Months Ended March 31, 1997 and 1998 -

     Sales for the three months ended March 31, 1998 were RMB 32,069,000, as 
compared to RMB 44,215,000 for the three months ended March 31, 1997, a 
decrease of RMB 12,146,000 or 27.5%.  Sales to related companies for the 
three months ended March 31,

                                      14

<PAGE>

1998 were RMB 2,733,000 or 8.5% of sales, as compared to RMB 7,517,000 or 
17.0% of sales for the three months ended March 31, 1997, a decrease of RMB 
4,784,000 or 63.6%.  Sales to unrelated companies for the three months ended 
March 31, 1998 were RMB 29,336,000 or 91.5% of sales, as compared to RMB 
36,698,000 or 83.0% of sales for the three months ended March 31, 1997, a 
decrease of RMB 7,362,000 or 20.1%.  Sales to related companies are both for 
domestic and export purposes.  During 1997, the Company elected to reduce its 
dependence on related party sales in order to expand its export sales of 
exercise equipment and accelerate its cash collections.  However, the 
inability of the Company to continue to conduct a substantial portion of its 
sales through related companies could have a material adverse effect on the 
Company's results of operations and financial condition.  

     For the three months ended March 31, 1998, PRC domestic sales were RMB 
15,005,000 or 46.8% of sales, and export sales were RMB 17,064,000 or 53.2% 
of sales.  For the three months ended March 31, 1997, PRC domestic sales were 
RMB 12,372,000 or 28.0% of sales, and export sales were RMB 31,843,000 or 
72.0% of sales.  For the three months ended March 31, 1998, sales of bicycles 
and bicycle parts were RMB 18,102,000 or 56.4% of sales, and sales of 
exercise equipment were RMB 13,967,000 or 43.6% of sales.  For the three 
months ended March 31, 1997, sales of bicycles and bicycles parts were RMB 
31,915,000 or 72.2% of sales, and sales of exercise equipment were RMB 
12,300,000 or 27.8% of sales.
    
     SCBW began to manufacture an exercise equipment product line during 1996 
and a bicycle with an automatic transmission during 1997.  SCBW manufactures 
such products on a purchase order basis for original equipment manufacturers 
("OEMs") that market their products in the United States under various brand 
names through infomercials, television home shopping networks and mass market 
retailers.  As a contract manufacturer, SCBW does not own any rights with 
respect to these products or the names under which they are marketed.        

     The decrease in sales in 1998 as compared to 1997 was primarily 
attributable to the following factors:

ASIAN FINANCIAL CRISIS - During late 1997, the Company began to suffer from 
the effects of the Asian financial crisis.  Although China was not directly 
affected by the turmoil in South Korea and other Asian countries, the 
devaluation of currencies in those countries had the effect of reducing one 
of the Company's main competitive advantages, its low labor cost.  
Manufacturers in Taiwan, which are the main competition for Chinese 
companies, have reduced their prices an average of 13% over the last several 
months, thus reducing demand for the Company's products and increasing 
pressures on the Company's revenues and gross margin.

                                      15

<PAGE>

DOMESTIC SALE OF PARTS - The Company is a major supplier of parts to other 
Chinese bicycle manufacturers which are significant exporters of finished 
bicycles to the United States.  The domestic sales of parts dropped 
significantly in 1998 as compared to 1997, because of the anti-dumping tariff 
and the Asian financial crisis, which had the effect of reducing the export 
of finished bicycles from China to the United States.  

WORKING CAPITAL REQUIREMENTS - The completion of the new production facility 
at the end of 1995 substantially increased the Company's production capacity. 
However, the Company's ability to increase production is dependent on 
adequate working capital.  The Company has not been successful in completing 
an equity financing to provide the working capital necessary to support 
increased production levels at the new facility.  As a result, during the 
latter part of 1997, the Company began to experience a shortage of working 
capital, which has caused the Company to decline orders that under normal 
conditions it would have accepted.  In addition, the Company's normal 
production cycle and its ability to provide timely shipments to customers was 
negatively impacted.  The working capital shortage also caused the Company to 
shift its emphasis from production to assembly, as a result of which the 
Company recorded approximately RMB 1,320,000 of assembly sales during the 
three months ended March 31, 1998. Assembly utilizes raw materials and 
components supplied by the Company's customers, and although assembly 
generates lower sales, it generates a substantially higher gross margin.  The 
Company expects that it may continue to experience such working capital 
shortages during 1998, which could have a material adverse effect on results 
of operations.    

     Gross profit for the three months ended March 31, 1998 was RMB 8,255,000 
or 25.7% of sales, as compared to RMB 10,785,000 or 24.4% of sales for the 
three months ended March 31, 1997.  The increase in gross profit as a 
percentage of sales was a result of a higher percentage of sales being 
generated by exercise equipment, which has a higher gross margin than 
bicycles and bicycle parts, and the increase in assembly orders which 
generates a higher gross margin.  

     Selling, general and administrative expenses for the three months ended 
March 31, 1998 increased by RMB 755,000 or 20.4%, to RMB 4,464,000 or 13.9% 
of sales, as compared to RMB 3,709,000 or 8.4% of sales for the three months 
ended March 31, 1997, net of amounts assumed by SCH of RMB 2,488,000 and RMB 
1,298,000, respectively.  Selling, general and administrative expenses 
increased on an absolute basis in 1998 as compared to 1997 as a result of 
increased PRC domestic sales, which have higher transportation, freight and 
selling expenses than export sales.  Selling, general and administrative 
expenses increased as a percentage of sales as a result of higher 
distribution and selling costs associated with increased with increased PRC 

                                      16

<PAGE>

domestic sales, and lower absolute sales. 

     Pursuant to a cost sharing agreement between SCBW and SCH effective 
January 1, 1995, SCH agreed to bear 40% of certain selling, general and 
administrative expenses incurred by SCBW, which represents its share of 
management and selling activities incurred by SCBW on SCH's behalf.  For the 
three months ended March 31, 1998 and 1997, such amounts aggregated 
approximately RMB 2,488,000 and RMB 1,298,000, respectively.      
      
     Interest expense for the three months ended March 31, 1998 was RMB 
2,674,000 or 8.3% of sales, as compared to RMB 2,456,000 or 5.68% of sales 
for the three months ended March 31, 1997.  The increase in interest expense 
in 1998 as compared to 1997 was a result of several factors, including higher 
interest rates, additional financing costs incurred to roll-over a portion of 
short-term bank loans that became due, and notes issued to certain suppliers 
that were guaranteed by the Company's bank.

     Interest income for the three months ended March 31, 1998 and 1997 was 
not material.  During the year ended December 31, 1997, the Company recorded 
approximately RMB 3,400,000 of interest income on amounts due from SCH 
primarily for the purchase of goods, which was calculated at a rate of 8.0% 
per annum. Due to the significant reduction in the balance due from SCH, the 
Company does not expect interest income from SCH to be material during 1998.  

     For the three months ended March 31, 1998, net income was RMB 1,412,000 
(RMB .24 per share) or 4.4% of sales.  For the three months ended March 31, 
1997, net income was RMB 4,391,000 (RMB .75 per share) or 9.9% of sales.  

Consolidated Financial Condition - March 31, 1998:

     Liquidity and Capital Resources -   

     For the three months ended March 31, 1998, the Company's operations 
utilized cash resources of RMB 1,267,000, as compared to utilizing cash 
resources of RMB 975,000 for the three months ended March 31, 1997.  The most 
significant components of the cash utilized by operations in 1998 were the 
increases in accounts receivable of RMB 5,069,000 and due from SCH of RMB 
1,437,000.

     Operating cash flow is adversely affected by the long collection cycle 
that is typical of Chinese companies that have a substantial proportion of 
their customers in China.  The Company experienced an increase in cash used 
in operating activities in 1998 as compared to 1997 primarily as a result of 
reduced sales.

                                      17

<PAGE>

     The Company had working capital of RMB 15,833,000 at March 31, 1998, as 
compared to working capital of RMB 10,358,000 at December 31, 1997.  As a 
result, the Company's current ratio at March 31, 1998 was 1.09:1, as compared 
to 1.06:1 at December 31, 1997.      

     Except with regard to the initial transaction pursuant to which SCBW was 
organized and capitalized, the Company's primary method of financing its 
capital requirements has been borrowings.  Short-term borrowings consist 
primarily of bank loans, are unsecured, repayable within one year, have 
interest rates ranging from 7.63% to 21.6%, and have been utilized for 
working capital purposes and, prior to 1996, to finance the expansion of the 
production facility and the purchase of equipment.    

     During the three months ended March 31, 1998, short-term borrowings 
increased by RMB 211,000, and long-term borrowings increased by RMB 500,000.  
As of March 31, 1998, short-term borrowings were RMB 75,252,000 and long-term 
borrowings were RMB 6,600,000.  

     SCBW is considered by the government of China as an important component 
of the bicycle production and exporting base of China, and has been 
designated for continuing financial support by the Zhaoqing Branch of the 
Bank of China.  SCBW has utilized borrowings from the Bank of China to 
support increases in production and sales, and to finance the expansion of 
the production facility and to purchase equipment.  Pursuant to guidelines 
issued by the government of China, SCBW increased its short-term borrowings 
during 1995, 1996 and 1997 from the Bank of China with loans having 
maturities ranging from one to two months. The working capital loans that the 
Bank of China makes to SCBW are renewed so long as SCBW's production and 
business operations continue to meet certain operating and financial 
criteria.  Management believes that the Bank of China will continue to renew 
SCBW's existing borrowings and increase its borrowing base as necessary to 
support operations at current levels.

     In connection with the formation of SCBW as a Sino-foreign joint venture 
between SCH and Winfill in June 1994, Winfill issued a note payable to MTE 
for USD 5,000,000.  MTE assigned USD 1,000,000 of such note to a third party, 
which is included in accrued expenses and other liabilities in the 
consolidated balance sheets at December 31, 1997 and March 31, 1998, and 
which is due and payable on June 30, 1998.  The Company anticipates that the 
due date of this note will be extended.  The USD 4,000,000 note payable to 
MTE is unsecured, bears no interest, has no fixed repayment terms, and is 
expected to remain outstanding for the indefinite future.  There have been no 
payments on this note, which is presented as loan from MTE of RMB 33,280,000 
in the consolidated balance sheets at December 31,

                                      18

<PAGE>

1997 and March 31, 1998.   

     Additions to property, plant and equipment totalled RMB 263,000 during 
the three months ended March 31, 1998.  SCBW does not expect to make any 
major capital expenditures during 1998, and had no capital expenditure 
commitments outstanding at March 31, 1998.

     An important factor in the Company's ability to increase production 
levels is the timely availability of sufficient operating capital at a 
reasonable cost. During the latter part of 1997, the Company began to 
experience working capital shortages as it attempted to expand production at 
the new production complex, which has hampered the Company's ability to 
increase sales, and which has negatively impacted the Company's normal 
production cycle and its ability to provide timely shipments to customers.    
 

     The Company believes that its cash flow provided by operations, combined 
with short-term and long-term borrowings, will be sufficient to support 
operations at current levels.  However, in order to increase sales and fully 
utilize the expanded production capacity of the new production complex, the 
Company will require operating capital substantially in excess of that 
available from domestic Chinese sources.  As a result of the Company's 
existing capital structure and reliance on borrowings, such additional 
operating capital would most likely be in the form of some type of an equity 
investment.  The Company is continuing to explore various financing 
alternatives, but to date has been unsuccessful in arranging an equity 
financing, and there can be no assurances that the Company will be successful 
in completing such a financing in the future.  

     Inflation and Currency Matters - 

     In recent years, the Chinese economy has experienced periods of rapid 
economic growth as well as high rates of inflation, which in turn has 
resulted in the periodic adoption by the Chinese government of various 
corrective measures designed to regulate growth and contain inflation.  
During the year ended December 31, 1996, the general inflation rate in China 
was in excess of 10% on an annualized basis.  Since 1993, the Chinese 
government has implemented an economic program designed to control inflation, 
which has resulted in the tightening of working capital available to Chinese 
business enterprises.  The success of the Company depends in substantial part 
on the continued growth and development of the Chinese economy.  

     Foreign operations are subject to certain risks inherent in conducting 
business abroad, including price and currency exchange controls, and 
fluctuations in the relative value of currencies.  Changes in the relative 
value of currencies occur periodically

                                      19

<PAGE>

and may, in certain instances, materially affect the Company's results of 
operations.

     A substantial portion of the Company's revenues are denominated in RMB.  
As a result, devaluation of the RMB against the USD would adversely affect 
the Company's financial performance when measured in USD, and could have 
material adverse effects upon its results of operations and financial 
position.  In addition, a significant portion of revenues will need to be 
converted into USD on a continuing basis to meet foreign currency 
obligations.  Although prior to 1994 the RMB experienced significant 
devaluation against the USD, the RMB has remained fairly stable since then.

                                      20

<PAGE>

                             PART II.  OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits:

          27   Financial Data Schedule (electronic filing only)

     (b)  Reports on Form 8-K - Three Months Ended March 31,                
          1998:  None  


                                      21

<PAGE>

                                  SIGNATURES


     In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.



                                        FREMONT CORPORATION
                                        -------------------
                                            (Registrant)      



Date:  May 13, 1998                By:  /s/ WINSTON WU
                                        ----------------------------
                                        Winston Wu (Wu Fa Pei)
                                        President
                                        (Duly Authorized Officer)
                                        


Date:  May 13, 1998                By:  /s/ EDWARD DING
                                        ----------------------------
                                        Edward Ding (Ding Yuehua)
                                        Vice President and Chief
                                         Financial Officer
                                        (Principal Financial
                                         Officer)


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