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

                                    FORM 10-Q

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

         For the quarterly period ended March 31, 2003

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

         For the transition period from ________ to _________

                        Commission file number: 333-42036

                                Soyo Group, Inc.
        ----------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Nevada                                               95-4502724
-------------------------------                           ----------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)


41484 Christy Avenue, Fremont, California                             94538
-----------------------------------------                           ----------
(Address of principal executive offices)                            (Zip Code)


                                 (510) 226-7696
               --------------------------------------------------
               Registrant's telephone number, including area code


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

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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 [ ]

         Indicate by check mark whether the registrant is an  accelerated  filer
(as defined in Rule 12b-2 of the Act). [ ]

         As of March 31, 2003, the  registrant  had 40,000,000  shares of common
stock issued and outstanding.

         Documents incorporated by reference:  None.




                                       1
<PAGE>

                        SOYO GROUP, INC. AND SUBSIDIARY

                                     INDEX


PART I.   FINANCIAL INFORMATION

   Item 1.  Financial Statements

            Condensed Consolidated Balance Sheets - March 31, 2003
            (Unaudited) and December 31, 2002

            Condensed Consolidated Statements of Operations (Unaudited) -
            Three Months Ended March 31, 2003 and 2002

            Condensed Consolidated Statements of Cash Flows (Unaudited) -
            Three Months Ended March 31, 2003 and 2002

            Notes to Condensed Consolidated Financial Statements
            (Unaudited) - Three Months Ended March 31, 2003 and 2002


   Item 2.  Management's Discussion and Analysis of Financial Condition
            and Results of Operations


   Item 3. Quantitative and Qualitative Disclosures about Market Risk


   Item 4.  Controls and Procedures


PART II.  OTHER INFORMATION

   Item 6.  Exhibits and Reports on Form 8-K


SIGNATURES


CERTIFICATION


















                                       2
<PAGE>

                         Soyo Group, Inc. and Subsidiary
                      Condensed Consolidated Balance Sheets


                                                   March 31,       December 31,
                                                     2003              2002
                                                 ------------      ------------
                                                  (Unaudited)

ASSETS

CURRENT
  Cash and cash equivalents                      $    239,402      $    623,296
  Certificate of deposit, restricted                1,000,000         1,000,000
  Accounts receivable, net of
    allowance for doubtful accounts
    of $620,605 at March 31, 2003
    and December 31, 2002                           5,361,680         6,725,425
  Inventories, including $9,854,834
    and $9,359,190 purchased from
    Soyo Computer, Inc. at March 31,
    2003 and December 31, 2002,
    respectively                                   11,665,301        12,358,255
  Prepaid expenses                                     52,535            50,714
  Income tax refund receivable                         47,000            47,000
                                                 ------------      ------------
                                                   18,365,918        20,804,690
                                                 ------------      ------------

OTHER
  Property and equipment, net of
    accumulated depreciation and
    amortization of $35,335 and
    $31,300 at March 31, 2003 and
    December 31, 2002, respectively                    56,059            60,094
  Deposits                                             50,000            50,000
                                                 ------------      ------------
                                                      106,059           110,094
                                                 ------------      ------------
                                                 $ 18,471,977      $ 20,914,784
                                                 ============      ============















                                  (continued)

                                       3
<PAGE>

                         Soyo Group, Inc. and Subsidiary
                Condensed Consolidated Balance Sheets (continued)


                                                   March 31,       December 31,
                                                     2003              2002
                                                 ------------      ------------
                                          (Unaudited)

LIABILITIES

CURRENT
  Accounts payable -
    Soyo Computer, Inc.                          $ 10,874,396      $ 12,803,935
    Other                                           3,377,732         4,554,820
  Accrued liabilities                               1,410,540         1,508,224
  Advances from officer,
    director and major
    shareholder                                       360,000              --
  Revolving note payable                            1,200,000         1,200,000
  Income taxes payable                                 36,000              --
                                                 ------------      ------------
                                                   17,258,668        20,066,979
                                                 ------------      ------------


NON-CURRENT
  Long-term payable - Soyo
    Computer, Inc.                                 12,000,000        12,000,000
                                                 ------------      ------------


SHAREHOLDERS' DEFICIENCY
Preferred stock, $0.001 par value
  Authorized - 10,000,000 shares
  Issued and outstanding -
    1,000,000 shares of Class A
      Convertible Preferred Stock,
      $1.00 per share stated
      liquidation value
      ($1,000,000 aggregate
      liquidation value)                                1,000             1,000
Common stock, $0.001 par value
  Authorized - 75,000,000 shares
  Issued and outstanding -
    40,000,000 shares                                  40,000            40,000
  Additional paid-in capital                          459,000           459,000
  Accumulated deficit                             (11,286,691)      (11,652,195)
                                                 ------------      ------------
                                                  (10,786,691)      (11,152,195)
                                                 ------------      ------------
                                                 $ 18,471,977      $ 20,914,784
                                                 ============      ============







     See accompanying notes to condensed consolidated financial statements.
                                       4
<PAGE>

                         Soyo Group, Inc. and Subsidiary
           Condensed Consolidated Statements of Operations (Unaudited)

                                                  Three Months Ended March 31,
                                                 ------------------------------
                                                     2003              2002
                                                 ------------      ------------

Net revenues                                     $  9,584,386      $ 15,338,684
Cost of revenues, including
  inventories purchased from Soyo
  Computer, Inc. of $4,934,401
  and $13,489,480 in 2003 and
  2002, respectively                                8,166,142        15,795,621
                                                 ------------      ------------
Gross margin (deficit)                              1,418,244          (456,937)
                                                 ------------      ------------

Costs and expenses:
  Sales and marketing                                 212,946           415,284
  General and administrative                          790,115           730,778
  Provision for doubtful accounts                        --             700,000
  Depreciation and amortization                         4,035             2,284
                                                 ------------      ------------
    Total costs and expenses                        1,007,096         1,848,346
                                                 ------------      ------------
Income (loss) from operations                         411,148        (2,305,283)
                                                 ------------      ------------
Other income (expense):
  Interest income                                           5                11
  Other income                                           --              13,114
  Interest expense                                     (9,399)          (16,017)
                                                 ------------      ------------
Other expense, net                                     (9,394)           (2,892)
                                                 ------------      ------------
Income (loss) before income taxes                     401,754        (2,308,175)

Provision for income taxes                             36,250              --
                                                 ------------      ------------
Net income (loss)                                $    365,504      $ (2,308,175)
                                                 ============      ============


Net income (loss) per common share -
  Basic                                          $       0.01      $      (0.08)
                                                 ============      ============
  Diluted
                                                 $       0.01      $      (0.08)
                                                 ============      ============

Weighted average number of common
  shares outstanding -
  Basic                                            40,000,000        28,182,750
                                                 ============      ============

  Diluted                                          42,272,727        28,182,750
                                                 ============      ============



     See accompanying notes to condensed consolidated financial statements.
                                       5
<PAGE>

                         Soyo Group, Inc. and Subsidiary
           Condensed Consolidated Statements of Cash Flows (Unaudited)


                                                  Three Months Ended March 31,
                                                  -----------------------------
                                                     2003              2002
                                                  -----------       -----------

OPERATING ACTIVITIES
  Net income (loss)                               $   365,504       $(2,308,175)
    Adjustments to reconcile net
      income (loss) to net cash
      provided by (used in)
      operating activities:
        Depreciation and
          amortization                                  4,035             2,284
        Provision for doubtful
          accounts                                       --             700,000
        Changes in operating
          assets and liabilities:
          (Increase) decrease in:
            Accounts receivable                     1,363,745           877,934
            Inventories                               692,954          (960,035)
            Prepaid expenses                           (1,821)          (67,040)
          Increase (decrease) in:
            Accounts payable -
              Soyo Computer, Inc.                  (1,929,539)        3,320,679
            Accounts payable -
              other                                (1,177,088)         (969,174)
            Accrued liabilities                       (97,684)          101,486
            Income taxes payable                       36,000           (75,044)
                                                  -----------       -----------
  Net cash provided by (used in)
    operating activities                             (743,894)          622,915
                                                  -----------       -----------


INVESTING ACTIVITIES
  Purchase of property and
    equipment                                            --              (7,500)
                                                  -----------       -----------
  Net cash used in investing
    activities                                           --              (7,500)
                                                  -----------       -----------















                                   (continued)
                                       6
<PAGE>

                         Soyo Group, Inc. and Subsidiary
     Condensed Consolidated Statements of Cash Flows (Unaudited) (continued)


                                                   Three Months Ended March 31,
                                                  -----------------------------
                                                     2003              2002
                                                  -----------       -----------

FINANCING ACTIVITIES
  Advances from officer,
    director and major
    shareholder                                   $   360,000       $      --
  Net increase (decrease) in
    revolving note payable                               --            (260,000)
                                                  -----------       -----------
  Net cash provided by (used
    in) financing activities                          360,000          (260,000)
                                                  -----------       -----------

CASH AND CASH EQUIVALENTS
  Net increase (decrease)                            (383,894)          355,415
  At beginning of period                              623,296           168,450
                                                  -----------       -----------
  At end of period                                $   239,402       $   523,865
                                                  ===========       ===========


SUPPLEMENTAL DISCLOSURE OF
  CASH FLOW INFORMATION

Cash paid for interest                            $     9,461       $    12,230
                                                  ===========       ===========

Cash paid for income taxes                        $     1,050       $    49,156
                                                  ===========       ===========
























     See accompanying notes to condensed consolidated financial statements.
                                       7
<PAGE>

                         Soyo Group, Inc. and Subsidiary
        Notes to Condensed Consolidated Financial Statements (Unaudited)
                   Three Months Ended March 31, 2003 and 2002


1.  Organization and Basis of Presentation

Organization - Effective October 24, 2002, Vermont Witch Hazel Company,  Inc., a
Nevada  corporation  ("VWHC"),  acquired Soyo, Inc., a Nevada corporation ("Soyo
Nevada"),  from Soyo Computer,  Inc., a Taiwan  corporation  ("Soyo Taiwan),  in
exchange for the issuance of 1,000,000 shares of convertible preferred stock and
28,182,750  shares of common  stock,  and changed  its name to Soyo Group,  Inc.
("Soyo"). The 1,000,000 shares of preferred stock were issued to Soyo Taiwan and
the  28,182,750  shares of common  stock were issued to certain  members of Soyo
Nevada management.

Subsequent to this  transaction,  Soyo Taiwan  maintained an equity  interest in
Soyo,  continues to be the primary  supplier of inventory to Soyo,  and was owed
$24,803,935  at  December  31,  2002.  In  addition,  there was no change in the
management of Soyo and no new capital invested, and there is a continuing family
relationship  between certain members of the management of Soyo and Soyo Taiwan.
As a result,  this transaction was accounted for as a  recapitalization  of Soyo
Nevada,  pursuant  to  which  the  accounting  basis  of Soyo  Nevada  continued
unchanged subsequent to the transaction date.  Accordingly,  the pre-transaction
financial  statements of Soyo Nevada are now the historical financial statements
of the Company.

In conjunction with this  transaction,  Soyo Nevada  transferred  $12,000,000 of
accounts  payable to Soyo Taiwan to long-term  payable,  without  interest,  due
December 31, 2005.

Soyo Taiwan also agreed to continue to provide  computer parts and components to
Soyo on an open account basis at the  quantities  required and on a timely basis
to enable Soyo to continue to conduct its business  operations  at budgeted 2003
levels,  which is not less than a level  consistent  with the operations of Soyo
Nevada's  business in 2001 and 2000. This supply commitment is effective through
December 31, 2005.

On December 9, 2002,  Soyo's Board of Directors  elected to change Soyo's fiscal
year end from July 31 to  December  31 to conform to Soyo  Nevada's  fiscal year
end.

Ming Tung Chok, the Company's  President,  Chief Executive  Officer and Director
and Nancy Chu, the Company's  Chief Financial  Officer,  Secretary and Director,
are husband and wife.  Andy Chu, the  President  and major  shareholder  of Soyo
Taiwan, is the brother of Nancy Chu.

Unless the context indicates  otherwise,  Soyo and its wholly-owned  subsidiary,
Soyo Nevada, are referred to herein as the "Company".

Basis  of  Presentation  - The  accompanying  condensed  consolidated  financial
statements  include  the  accounts  of Soyo and  Soyo  Nevada.  All  significant
intercompany  accounts and transactions  have been eliminated in  consolidation.
The condensed consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States.

Comments - The accompanying interim condensed  consolidated financial statements
are  unaudited,  but in the opinion of  management  of the Company,  contain all
adjustments,  which include normal recurring  adjustments,  necessary to present


                                       8
<PAGE>

fairly the financial  position at March 31, 2003,  the results of operations for
the three  months  ended March 31,  2003 and 2002,  and cash flows for the three
months ended March 31, 2003 and 2002. The condensed  consolidated  balance sheet
as of  December  31, 2002 is derived  from the  Company's  audited  consolidated
financial statements.

Certain  information  and footnote  disclosures  normally  included in financial
statements  that have been prepared in  accordance  with  accounting  principles
generally  accepted in the United States 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
condensed consolidated financial statements are adequate to make the information
presented  therein  not  misleading.  For  further  information,  refer  to  the
consolidated  financial  statements  and  the  notes  thereto  included  in  the
Company's  Annual  Report on Form 10-KSB for the fiscal year ended  December 31,
2002, as filed with the Securities and Exchange Commission.

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management to make estimates
and  assumptions  that affect the  reported  amounts of assets and  liabilities,
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. Significant estimates primarily relate to the realizable value
of accounts  receivable,  vendor programs and inventories.  Actual results could
differ from those estimates.

The  results of  operations  for the three  months  ended  March 31, 2003 is not
necessarily  indicative of the results of operations to be expected for the full
fiscal year ending December 31, 2003.

Business - The Company sells computer components and peripherals to distributors
and retailers  primarily in North,  Central and South America,  and Taiwan.  The
Company  operates  in  one  business  segment.  A  substantial  majority  of the
Company's  products  are  purchased  from Soyo Taiwan  pursuant to an  exclusive
distribution  agreement  effective through December 31, 2005, and are sold under
the "Soyo" brand.

Soyo Nevada was a wholly-owned  subsidiary of Soyo Taiwan during the years ended
December 31, 2000 and 2001, and the period from January 1, 2002 through  October
24, 2002.

Income  (Loss)  Per  Share - Basic  income  (loss)  per share is  calculated  by
dividing  net income  (loss) by the  weighted  average  number of common  shares
outstanding during the period.  Diluted income per share is calculated  assuming
the issuance of common  shares,  if dilutive,  resulting  from the conversion of
preferred stock. These potentially  dilutive securities were not included in the
calculation  of loss per share for the three months ended March 31, 2002 because
the Company  incurred a loss during such period and thus their effect would have
been  anti-dilutive.  The loss per common share calculation for the three months
ended March 31, 2002 reflects the retroactive  restatement of the  shareholders'
equity  section to reflect the October  2002  recapitalization.  As of March 31,
2003 and  December  31,  2002,  potentially  dilutive  securities  consisted  of
1,000,000 shares of convertible  preferred stock with a stated liquidation value
of $1.00 per share that are  convertible  into common stock at the fair value of
the underlying  common stock. As of March 31, 2003,  2,272,727  shares of common
stock were issuable upon conversion of the convertible preferred stock, based on
the average  trading  price of $0.44 per common  share  during the three  months
ended March 31, 2003, which information was utilized to calculate diluted income
per share.


                                       9
<PAGE>

Comprehensive  Income  (Loss) - Since  the  Company  did not  have any  items of
comprehensive  income  (loss)  during the three  months ended March 31, 2003 and
2002, a statement of comprehensive income (loss) is not presented.

Significant  Risks  and  Uncertainties  -  The  Company  operates  in  a  highly
competitive industry subject to aggressive pricing practices, pressures on gross
margins,  frequent  introductions  of new  products,  short product life cycles,
rapid technological advances, continual improvement in product price/performance
characteristics, and changing consumer demand. As a result of the dynamic nature
of the business, it is possible that the Company's estimates with respect to the
realizability of inventories and accounts receivable may be materially different
from actual  amounts.  These  differences  could result in higher than  expected
allowance  for  bad  debts  or  inventory  reserve  costs,  which  could  have a
materially  adverse  effect on the Company's  financial  position and results of
operations.

Pro Forma  Financial  Disclosure  - Since the  Company  has not  adopted a stock
option  plan,  nor has it issued  any  stock  options,  no pro  forma  financial
disclosure has been presented.


2.  Advances from Officer, Director and Major Shareholder

During March 2003,  Nancy Chu, the Company's Chief Financial  Officer,  director
and major shareholder,  made short-term  advances to the Company of $360,000 for
working capital purposes, which are expected to be repaid by June 30, 2003.



3.  Significant Concentrations

a.  Customers

The  Company  sells to both  distributors  and  retailers.  Sales  through  such
distribution channels are summarized as follows:

                                                  Three Months Ended March 31,
                                               ---------------------------------
                                                  2003                  2002
                                               -----------           -----------
Revenues
  Distributors                                 $ 1,870,020           $ 2,673,747
  Retailers                                      7,714,366            12,664,937
                                               -----------           -----------
                                               $ 9,584,386           $15,338,684
                                               ===========           ===========


During the three months ended March 31, 2003 and 2002, the Company offered price
protection to certain customers under specific programs aggregating $867,254 and
$49,775,  respectively,  which  reduced net  revenues  and  accounts  receivable
accordingly.

Information  with respect to  customers  that  accounted  for 10% or more of the
Company's revenues is presented below.

During the three months ended March 31, 2003, the Company had two customers that
accounted for revenues of  $2,871,751  and  $1,286,767,  equivalent to 30.0% and
13.4% of net  revenues,  respectively.  During the three  months ended March 31,
2002,  the Company had one customer that  accounted  for revenue of  $4,182,334,
equivalent to 27% of net revenues.


                                       10
<PAGE>

b.  Geographic Segments

Financial information by geographic segments is summarized as follows:

                                                   Three Months Ended March 31,
                                                  ------------------------------
                                                     2003               2002
                                                  -----------        -----------

Revenues
  North America                                   $ 8,437,361        $14,058,770
  Central and South America                         1,147,025          1,047,841
  Taiwan                                                 --              212,500
  Other locations                                        --               19,573
                                                  -----------        -----------
                                                  $ 9,584,386        $15,338,684
                                                  ===========        ===========

c.  Suppliers

A substantial  majority of the Company's  inventories  are  manufactured by Soyo
Taiwan and are  purchased  from Soyo Taiwan or an affiliate of Soyo Taiwan on an
open account basis.

Through  October 24, 2002,  Soyo Nevada was a  wholly-owned  subsidiary  of Soyo
Taiwan (Note 1).  Subsequent to that date,  Soyo Taiwan has continued to provide
inventory  to  Soyo,  and  has  represented  that it will  continue  to  provide
inventory to Soyo on an open account basis through December 31, 2005.

The following is a summary of the Company's  transactions and balances with Soyo
Taiwan as of March 31, 2003 and  December  31,  2002,  and for the three  months
ended March 31, 2003 and 2002:


                                                   Three Months Ended March 31,
                                                   ----------------------------
                                                       2003            2002
                                                   ------------    ------------

Purchases from Soyo Taiwan                         $  5,967,371    $ 16,546,633
Payments to Soyo Taiwan                               7,607,000      10,498,147



                                                    March 31,      December 31,
                                                       2003            2002
                                                   ------------    ------------

Accounts payable to Soyo Taiwan                    $  10,874,396     $12,803,935
Long-term payable to Soyo Taiwan                      12,000,000      12,000,000


During the three  months  ended  March 31,  2003,  the  Company  received  price
protection from Soyo Taiwan  aggregating  $92,000,  which reduced  inventory and
accounts  payable to Soyo  Taiwan  accordingly.  The Company did not receive any
price protection from Soyo Taiwan during the three months ended March 31, 2002.


                                       11
<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

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

This Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003
contains  "forward-looking  statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended,  including statements that include the words
"believes",   "expects",    "anticipates",   or   similar   expressions.   These
forward-looking   statements  include,   but  are  not  limited  to,  statements
concerning   the   Company's   expectations   regarding   its  working   capital
requirements,  financing requirements,  business prospects, 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 this Quarterly Report on Form 10-Q for
the  quarterly  period  ended March 31, 2003  involve  known and unknown  risks,
uncertainties and other factors that could cause the actual results, performance
or achievements  of the Company to differ  materially from those expressed in or
implied by the forward-looking statements contained herein.

Background and Overview:

The Company sells  computer  components  and  peripherals  to  distributors  and
retailers in North,  Central and South America, and Taiwan. The Company operates
in one business segment.  A substantial  majority of the Company's  products are
purchased  from Soyo Taiwan  pursuant  to an  exclusive  distribution  agreement
effective through December 31, 2005, and are sold under the "Soyo" brand.

Effective  October  24,  2002,  Vermont  Witch  Hazel  Company,  Inc.,  a Nevada
corporation ("VWHC"), acquired Soyo, Inc., a Nevada corporation ("Soyo Nevada"),
from Soyo Computer,  Inc., a Taiwan corporation ("Soyo Taiwan),  in exchange for
the issuance of 1,000,000  shares of convertible  preferred stock and 28,182,750
shares of common stock, and changed its name to Soyo Group, Inc.  ("Soyo").  The
1,000,000  shares  of  preferred  stock  were  issued  to  Soyo  Taiwan  and the
28,182,750  shares of common stock were issued to certain members of Soyo Nevada
management.  During  October  2002,  certain  members of the  management of Soyo
Nevada also separately  purchased  6,026,798 shares of the 11,817,250  shares of
common stock of VWHC outstanding prior to VWHC's acquisition of Soyo Nevada, for
$300,000  in  personal  funds.  The  6,026,798  shares  represented  51%  of the
outstanding  shares of VWHC  common  stock.  Accordingly,  Soyo  Taiwan and Soyo
Nevada  management  currently own 34,209,548  shares of the 40,000,000 shares of
the Company's common stock outstanding at March 31, 2003.

Subsequent to this  transaction,  Soyo Taiwan  maintained an equity  interest in
Soyo,  continues to be the primary  supplier of inventory to Soyo,  and was owed
$24,803,935  at  December  31,  2002.  In  addition,  there was no change in the
management of Soyo and no new capital invested, and there is a continuing family
relationship  between certain members of the management of Soyo and Soyo Taiwan.
As a result, for financial  reporting  purposes,  this transaction was accounted
for as a recapitalization of Soyo Nevada, pursuant to which the accounting basis
of  Soyo  Nevada  continued  unchanged   subsequent  to  the  transaction  date.
Accordingly, the pre-transaction financial statements of Soyo Nevada are now the
historical financial statements of the Company.

In conjunction with this  transaction,  Soyo Nevada  transferred  $12,000,000 of
accounts  payable to Soyo Taiwan to long-term  payable,  without  interest,  due
December 31, 2005.


                                       12
<PAGE>

Soyo Taiwan also agreed to continue to provide  computer parts and components to
Soyo on an open account basis at the  quantities  required and on a timely basis
to enable Soyo to continue to conduct its business  operations  at budgeted 2003
levels,  which is not less than a level  consistent  with the operations of Soyo
Nevada's  business in 2001 and 2000. This supply commitment is effective through
December 31, 2005.

On December 9, 2002,  the  Company's  Board of  Directors  elected to change the
Company's  fiscal  year end  from  July 31 to  December  31 to  conform  to Soyo
Nevada's fiscal year end.

Ming Tung Chok, the Company's  President,  Chief Executive  Officer and Director
and Nancy Chu, the Company's  Chief Financial  Officer,  Secretary and Director,
are husband  and wife,  and are the  primary  members of Soyo Nevada  management
referred to above. Andy Chu, the President and major shareholder of Soyo Taiwan,
is the brother of Nancy Chu.

Unless the context indicates  otherwise,  Soyo and its wholly-owned  subsidiary,
Soyo Nevada, are referred to herein as the "Company".

The Company sells to both distributors and retailers. Sales to distributors were
$1,870,020  (19.5%) during the three months ended March 31, 2003, as compared to
$2,673,747 (17.4%) for the three months ended March 31, 2002. Sales to retailers
were  $7,714,366  (80.5%)  during the three  months  ended  March 31,  2003,  as
compared to $12,664,937 (82.6%) for the three months ended March 31, 2002.

During the three months ended March 31, 2003, the Company had two customers that
accounted for revenues of  $2,871,751  and  $1,286,767,  equivalent to 30.0% and
13.4% of net  revenues,  respectively.  During the three  months ended March 31,
2002,  the Company had one customer that  accounted  for revenue of  $4,182,334,
equivalent to 27% of net revenues.

During the three months ended March 31, 2003,  revenues from North America,  and
Central  and South  America  were  $8,437,361  (88.0%) and  $1,147,025  (12.0%),
respectively.  During the three months ended March 31, 2002, revenues from North
America,  Central and South America,  Taiwan and Other were $14,058,770 (91.7%),
$1,047,841 (6.8%), $212,500 (1.4%) and $19,573 (0.1%), respectively.


Financial Outlook:

During the years ended December 31, 2000 and 2001, the Company  generated  sales
in excess of $62,000,000 in each such year,  with gross margins  ranging from 5%
to 7%. The Company  incurred a net loss and a negative cash flow from operations
in each such year.

During the year ended December 31, 2002, the Company had sales of $49,664,417, a
negative net margin of $(4,003,972), and a net loss of $(10,733,459). Operations
during 2002 indicated a developing  negative trend, with a negative gross margin
and an increasing net loss. During the three months ended December 31, 2002, the
Company  experienced extreme pressures on its sales and gross margin as a result
of the effect of the West Coast dock strike in September and October  2002.  The
impact of the initial supply  interruption,  combined with the abrupt release of
large  amounts of  inventory,  caused a  short-term  price war in  November  and
December  2002.  This price war resulted in the Company having to sell inventory
at below cost. The price war abated during January 2003, and the Company's gross
margin has returned to more normal levels.





                                       13
<PAGE>


As of March 31, 2003 and  December  31,  2002,  the Company was reliant upon the
cash flows from its operations.  The Company does not have any external  sources
of  liquidity,   other  than  advances  from  an  officer,  director  and  major
shareholder.

Since  October  24,  2002,  the date  that  Soyo  Nevada  became a  wholly-owned
subsidiary of VWHC, Soyo has implemented  various  measures  designed to improve
its  operating  results,  cash  flows  and  financial  position,  including  the
following:

- The Company has  reviewed  its product  mix, and has revised its sales plan to
focus on higher margin products.

- The  Company is  attempting  to expand  the  number and credit  quality of its
customer accounts.

- The Company is attempting to arrange  additional  supply sources and to reduce
its reliance on inventory purchases from Soyo Taiwan.

- The  Company is  reviewing  its  management  structure  and  expects to retain
additional executives with industry experience.

- The  Company is planning to move its office and  warehouse  operations  into a
larger, more efficient facility in late 2003.

- The Company has deferred  the payment of  $12,000,000  of accounts  payable to
Soyo Taiwan until December 31, 2005.

- The Company will attempt to increase its operating  liquidity by exploring the
availability of outside debt and equity financing, to the extent such funding is
available under reasonable terms and conditions.

There can be no assurances  that these measures will result in an improvement in
the  Company's  operations  or  liquidity.  To the  extent  that  the  Company's
operations  or liquidity  does not improve,  the Company may be forced to reduce
operations to a level consistent with its available  working capital  resources.
The  Company may also have to  consider a formal or  informal  restructuring  or
reorganization.

As a result of these factors, as of December 31, 2002, the Company's independent
accountants  expressed substantial doubt about the Company's ability to continue
as a going concern. The accompanying condensed consolidated financial statements
have been prepared  assuming that the Company will continue as a going  concern,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. The carrying amounts of assets and liabilities
presented in the condensed  consolidated  financial statements do not purport to
represent  the  realizable  or  settlement   values,  and  do  not  include  any
adjustments that might result from the outcome of this uncertainty.


Critical Accounting Policies:

The  Company  prepared  its  condensed   consolidated  financial  statements  in
accordance with accounting  principles  generally accepted in the United States.
The preparation of these financial  statements requires the use of estimates and
assumptions  that affect the reported  amounts of assets and liabilities and the
disclosure of  contingent  assets and  liabilities  at the date of the financial


                                       14
<PAGE>

statements and the reported amount of revenues and expenses during the reporting
period.  Management  periodically  evaluates the  estimates and judgments  made.
Management  bases its estimates and  judgments on historical  experience  and on
various  factors that are  believed to be  reasonable  under the  circumstances.
Actual  results  may  differ  from  these  estimates  as a result  of  different
assumptions or conditions.

The Company  operates in a highly  competitive  industry  subject to  aggressive
pricing  practices,  pressures on gross margins,  frequent  introductions of new
products,  rapid  technological  advances,   continual  improvement  in  product
price/performance characteristics, and changing consumer demand.

As a result of the  dynamic  nature of the  business,  it is  possible  that the
Company's  estimates  with  respect  to the  realizability  of  inventories  and
accounts  receivable  may be materially  different  from actual  amounts.  These
differences  could  result in higher than  expected  allowance  for bad debts or
inventory  reserve  costs,  which could have a materially  adverse effect on the
Company's financial position and results of operations.

The following critical accounting policies affect the more significant judgments
and estimates used in the  preparation of the Company's  condensed  consolidated
financial statements.

Vendor Programs:

Funds received from vendors for price protection, product rebates, marketing and
training,  product  returns and  promotion  programs are  generally  recorded as
adjustments to product costs,  revenue or sales and marketing expenses according
to the nature of the  program.  The  Company  records  estimated  reductions  to
revenues for incentive offerings and promotions. Depending on market conditions,
the Company may  implement  actions to increase  customer  incentive  offerings,
which  may  result  in an  incremental  reduction  of  revenue  at the  time the
incentive is offered.

Accounts Receivable:

The Company  recognizes  revenue  when  persuasive  evidence  of an  arrangement
exists,  delivery has occurred,  the sales price is fixed or  determinable,  and
collectibility is probable.

The Company records estimated  reductions to revenue for incentive offerings and
promotions. Depending on market conditions, the Company may implement actions to
increase  customer  incentive  offerings,  which may  result  in an  incremental
reduction of revenue at the time the incentive is offered.

In order to  determine  the  value of the  Company's  accounts  receivable,  the
Company  records a provision  for  doubtful  accounts to cover  probable  credit
losses.  Management  reviews and adjusts this  allowance  periodically  based on
historical  experience and its evaluation of the  collectibility  of outstanding
accounts receivable.

Inventories:

Inventories  are stated at the lower of cost or market.  Cost is  determined  by
using the  average  cost  method.  The Company  maintains a perpetual  inventory
system which  provides for  continuous  updating of average  costs.  The Company
evaluates  the market value of its  inventory  components on a regular basis and
reduces the computed  average cost if it exceeds the  component's  market value.
Inventories  consist  primarily of computer parts and components  purchased from
Soyo Taiwan.


                                       15
<PAGE>

Income Taxes:

The Company  records a valuation  allowance to reduce its deferred tax assets to
the amount that is more likely than not to be realized. In the event the Company
was to determine that it would be able to realize its deferred tax assets in the
future in excess of its  recorded  amount,  an  adjustment  to the  deferred tax
assets  would be credited to  operations  in the period such  determination  was
made.  Likewise,  should  the  Company  determine  that it would  not be able to
realize all or part of its deferred tax assets in the future,  an  adjustment to
the  deferred  tax  assets  would be charged to  operations  in the period  such
determination was made.


Results of Operations:

Three Months Ended March 31, 2003 and 2002:

Net Revenues.  Net revenues  decreased by $5,754,298 or 37.5%,  to $9,584,386 in
2003,  as compared to  $15,338,684  in 2002.  The decrease in net revenues was a
result of a general  slow-down  in the  market  and the  Company's  decision  to
de-emphasize sales volume and focus on the sale of higher margin products.

During the three  months  March 31,  2003 and 2002,  the Company  offered  price
protection to certain customers under specific programs aggregating $867,254 and
$49,775,  respectively,  which  reduced net  revenues  and  accounts  receivable
accordingly.

Gross Margin (Deficit).  Gross margin (deficit) was $1,418,244 or 14.8% in 2003,
as compared to $(456,937) or (3.0)% in 2002. During the three months ended March
31, 2003, the Company recorded inventory  write-downs of $30,000, as compared to
$1,500,000 for the three months ended March 31, 2002.  Gross margin increased in
2003 as  compared  to 2002 as a result of the  change in  product  mix to higher
margin products and substantially reduced inventory write-downs.

Sales and  Marketing  Expenses.  Selling and  marketing  expenses  decreased  by
$202,338  or 48.7%,  to  $212,946  in 2003,  as  compared  to  $415,284 in 2002,
reflecting  reduced vendor support  programs funded by the Company,  since these
programs are generally  based on a percentage of revenues.  The Company has also
reduced sales and marketing expenses in response to the general slow-down in the
market. Co-operative marketing program expense was $131,382 in 2003, as compared
to $312,744 in 2002, a decrease of $181,362 or 58.0%.

General  and  Administrative  Expenses.   General  and  administrative  expenses
increased  by $59,337 or 8.1%,  to $790,115 in 2003,  as compared to $730,778 in
2002, primarily as a result of increased legal,  accounting and consulting costs
related to the operation of a public company.

Provision for Doubtful  Accounts.  The Company recorded a provision for doubtful
accounts of $700,000 for the three months ended March 31, 2002.  The Company did
not record a provision  for  doubtful  accounts for the three months ended March
31, 2003.

Depreciation  and  Amortization.  Depreciation  and amortization of property and
equipment was $4,035 in 2003, as compared to $2,284 in 2002.

Income (Loss) from Operations. Income from operations was $411,148 for the three
months ended March 31, 2003, as compared to a loss from operations of $2,305,283
for the three months ended March 31, 2002.


                                       16
<PAGE>

Interest  Expense.  Interest expense decreased to $9,399 in 2003, as compared to
$16,017  in  2002,  as a  result  of a  reduction  in the  interest  rate on the
revolving note payable.

Interest Income. Interest income was $5 in 2003, as compared to $11 in 2002.

Other  Income.  Other  income was $13,114 in 2002.  There was no other income in
2003.

Provision for Income Taxes.  The provision for income taxes was $36,250 in 2003.
There was no provision for income taxes in 2002.

Net Income (Loss).  Net income was $365,504 for the three months ended March 31,
2003, as compared to a net loss of  $2,308,175  for the three months ended March
31, 2002.

Financial Condition - March 31, 2003:

Liquidity and Capital Resources:

Transactions  with Soyo  Taiwan.  Since the  formation of Soyo Nevada in October
1998,  the  Company  has relied on the  financial  support  from Soyo Taiwan for
inventory and capital to provide the resources  necessary to conduct operations.
Through  October 24, 2002,  Soyo Nevada was a  wholly-owned  subsidiary  of Soyo
Taiwan.  Subsequent to that date, Soyo Taiwan continues to provide  inventory to
Soyo, and has represented that it will continue to provide  inventory to Soyo on
an open account basis through December 31, 2005.

In  conjunction  with  October  2002   transaction,   Soyo  Nevada   transferred
$12,000,000  of accounts  payable to Soyo Taiwan to long-term  payable,  without
interest,  due December 31, 2005. Soyo Taiwan also agreed to continue to provide
computer parts and components to Soyo on an open account basis at the quantities
required  and on a timely  basis to  enable  Soyo to  continue  to  conduct  its
business  operations  at budgeted  2003  levels,  which is not less than a level
consistent with the operations of Soyo Nevada's  business in 2001 and 2000. This
supply commitment is effective through December 31, 2005.

During the three  months  ended March 31, 2003 and 2002,  the Company  purchased
inventory from Soyo Taiwan aggregating $5,967,371 and $16,546,633.  At March 31,
2003, the Company had short-term  accounts payable to Soyo Taiwan of $10,874,396
and a long-term payable to Soyo Taiwan of $12,000,000. At December 31, 2002, the
Company had  short-term  accounts  payable to Soyo Taiwan of  $12,803,935  and a
long-term payable to Soyo Taiwan of $12,000,000.

During the three  months  ended  March 31,  2003,  the  Company  received  price
protection from Soyo Taiwan aggregating  $92,000,  which reduced inventories and
accounts  payable to Soyo  Taiwan  accordingly.  The Company did not receive any
price  protection from Soyo Taiwan during the three months ended March 31, 2002.
The  Company  does not have any  formal  price  protection  agreement  with Soyo
Taiwan. The Company  periodically  negotiates price protection  adjustments with
Soyo Taiwan based on current market conditions.

Operating  Activities.  The  Company  utilized  cash of  $743,894  in  operating
activities  during  the three  months  ended  March 31,  2003,  as  compared  to
generating  cash of $622,915  during the three months ended March 31, 2002.  The
decrease in  operating  cash flow in 2003 as  compared  to 2002 was  primarily a
result of an increase in payments to Soyo Taiwan for inventories, offset in part
by an improvement in cash flows from accounts receivable.


                                       17
<PAGE>

At March 31, 2003,  the Company had cash and cash  equivalents  of $239,402,  as
compared to $623,296 at December  31,  2002.  The cash balance at March 31, 2003
included a short-term  advance of $360,000 from Nancy Chu, the  Company's  Chief
Financial Officer, Secretary and Director, that was received during March 2003.

The Company had working  capital of $1,107,250 at March 31, 2003, as compared to
$737,711 at December 31, 2002,  resulting in current ratios of 1.06:1 and 1.04:1
at March 31, 2003 and December 31, 2002, respectively.

Accounts  receivable  decreased to  $5,982,285 at March 31, 2003, as compared to
$7,346,030 at December 31, 2002, a decrease of $1,363,745 or 18.6%,  as a result
of a  combination  of reduced sales and increased  cash  collections  during the
three months ended March 31,  2003.  The Company did not record a provision  for
doubtful accounts for the three months ended March 31, 2003.

Inventories  decreased  to  $11,665,301  at  March  31,  2003,  as  compared  to
$12,358,255 at December 31, 2002, a decrease of $692,954 or 5.6%, as a result of
reduced  inventory  purchases  during the three  months  ended  March 31,  2003,
reflecting  decreased  sales  during  such  period  and  the  implementation  of
management's  plans in 2003 to  increase  inventory  turnover  of higher  margin
products.  At March 31, 2003 and December 31, 2002, $9,854,834 and $9,359,190 of
such inventories had been purchased from Soyo Taiwan.

Accounts  payable - Soyo  Computer,  Inc.,  excluding  $12,000,000  of  accounts
payable for which payment has been deferred until  December 31, 2005,  decreased
to  $10,874,396  at March 31, 2003, as compared to  $12,803,935  at December 31,
2002,  a decrease  of  $1,929,539  or 15.1%,  as a result of  reduced  inventory
purchases, reflecting reduced sales and attempts to improve inventory turnover.

Accounts payable - other decreased to $3,377,732 at March 31, 2003, as compared
to $4,554,820 at December 31, 2002, a decrease of $1,177,088 or 25.8%, as a
result of reduced inventory purchases, reflecting reduced sales and attempts to
improve inventory turnover.

Accrued  liabilities  decreased to  $1,410,540 at March 31, 2003, as compared to
$1,508,224 at December 31, 2002, a decrease of $97,684 or 6.5%.

Income taxes  payable  were $36,000 at March 31, 2003.  The Company did not have
any income taxes payable at December 31, 2002.

Investing  Activities.  The Company  expended $7,500 in 2002 for the purchase of
property and equipment.  The Company did not purchase any property and equipment
in 2003.

Financing Activities. On June 4, 2001, the Company entered into a revolving loan
agreement with a financial  institution for $1,200,000.  This loan agreement was
renewed in June 2002. Borrowings under the loan agreement bear interest at 3.75%
per annum and are secured by a $1,000,000 certificate of deposit that matures in
June 2003.  Borrowings  under the loan  agreement  mature on June 4, 2003.  Soyo
Taiwan has  guaranteed  $200,000 of  borrowings  under the loan  agreement.  The
Company  has not  determined  whether it will  attempt to renew or replace  this
credit  facility when it matures in June 2003.  The Company does not expect that
the renewal or replacement of this credit  facility will have a material  effect
on the Company's liquidity and capital resources.

During March 2003,  Nancy Chu, the Company's Chief Financial  Officer,  director
and major shareholder,  made a short-term advance to the Company of $360,000 for
working capital purposes, which is expected to be repaid by June 30, 2003.


                                       18
<PAGE>

As of  March  31,  2003,  the  Company  did not  have  any  capital  expenditure
commitments   outstanding.   However,  the  Company  expects  to  incur  as  yet
undetermined  costs with  respect to  relocation  to a new office and  warehouse
facility  in late 2003 upon the  expiration  of its current  operating  lease on
September 30, 2003.

New Accounting Pronouncements:

In August 2001, the FASB issued SFAS No. 143,  "Accounting for Asset  Retirement
Obligations".  FASB No. 143  addresses  the  diverse  accounting  practices  for
obligations associated with the retirement of tangible long-lived assets and the
associated  asset  retirement  costs.  The  adoption  of SFAS No. 143  effective
January 1, 2003 did not have any effect on the Company's  consolidated financial
statement presentation or disclosures.

In April 2002, the FASB issued SFAS No. 145,  "Rescission of FASB Statements No.
4, 44 and 64,  Amendment of FASB  Statement No. 13, and Technical  Corrections."
This  statement  made  revisions to the accounting for gains and losses from the
extinguishment  of  debt,  rescinded  SFAS No.  44 and  required  certain  lease
modifications that have economic effects similar to sale-leaseback  transactions
be accounted for in the same manner as sale-leaseback transactions. The adoption
of SFAS No.  145  effective  January  1,  2002 did not  have any  effect  on the
Company's consolidated financial statement presentation or disclosures.

In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or Disposal  Activities,"  which requires companies to recognize costs
associated  with exit or disposal  activities when they are incurred rather than
at the date of a commitment to an exit or disposal  plan.  Such costs covered by
the standard  include lease  termination  costs and certain  employee  severance
costs that are associated with a restructuring,  discontinued  operation,  plant
closing, or other exit or disposal activity.  SFAS No. 146 replaces the previous
accounting  guidance  provided by the Emerging Issues Task Force Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring)." SFAS
No. 146 is to be applied  prospectively to exit or disposal activities initiated
after December 31, 2002. The adoption of SFAS No. 146 did not have any effect on
the Company's consolidated financial statement presentation or disclosures.

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and Disclosure  Requirements for Guarantees,  Including  Indirect  Guarantees of
Indebtedness of Others" ("FIN 45"). FIN 45 elaborates on the existing disclosure
requirements  for most  guarantees,  including loan  guarantees  such as standby
letters  of  credit.  It also  clarifies  that at the  time a  company  issues a
guarantee,  the company must recognize an initial  liability for the fair market
value of the  obligations it assumes under that guarantee and must disclose that
information  in  its  interim  and  annual  financial  statements.  The  initial
recognition and measurement provisions of FIN 45 apply on a prospective basis to
guarantees  issued or modified after December 31, 2002. The Company  implemented
the  disclosure  provisions  of FIN 45 in its  December  31,  2002  consolidated
financial  statements,  and the measurement  and recording  provisions of FIN 45
effective January 1, 2003.

In January  2003,  the FASB  issued  Interpretation  No. 46,  "Consolidation  of
Variable Interest  Entities (and  Interpretation of ARB No. 51)" ("FIN 46"). FIN
46  requires  that  the  primary  beneficiary  in  a  variable  interest  entity
consolidate the entity even if the primary  beneficiary does not have a majority
voting  interest.  The  consolidation  requirements of FIN 46 are required to be


                                       19
<PAGE>

implemented  for any variable  interest  entity  created on or after January 31,
2003.  In  addition,   FIN  46  requires  disclosure  of  information  regarding
guarantees  or  exposures  to loss  relating  to any  variable  interest  entity
existing prior to January 31, 2003 in financial  statements issued after January
31, 2003. The  implementation  of the provisions of FIN 46 effective January 31,
2003 did not have any effect on the Company's  consolidated  financial statement
presentation or disclosures.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  Company  does not have any  market  risk with  respect  to such  factors as
commodity  prices,  equity  prices,  and other market changes that affect market
risk sensitive investments.

As the Company's debt obligations are primarily short-term in nature, with fixed
interest rates,  the Company does not have any risk from an increase in interest
rates. A 10 point basis change in the Company's average debt interest rate would
not have a material effect on the Company's  consolidated results of operations.
However,  to the extent that the Company  arranges new borrowings in the future,
an  increase  in  interest  rates  would  cause a  commensurate  increase in the
interest expense related to such borrowings.

The  Company  does not have any  foreign  currency  risk,  as its  revenues  and
expenses, as well as its debt obligations, are denominated and settled in United
States dollars.


ITEM 4.  CONTROLS AND PROCEDURES

(a)  Evaluation of Disclosure Controls and Procedures

Disclosure  controls  and  procedures  are  designed to ensure that  information
required to be  disclosed in the reports  filed or submitted  under the Exchange
Act of 1934 is recorded,  processed,  summarized  and reported,  within the time
periods  specified  in the  rules  and  forms  of the  Securities  and  Exchange
Commission.  Disclosure  controls and procedures  include,  without  limitation,
controls  and  procedures  designed  to ensure that  information  required to be
disclosed in the reports filed under the Exchange Act of 1934 is accumulated and
communicated to the Company's management,  including its principal executive and
financial officers, as appropriate, to allow timely decisions regarding required
disclosure.

Within the 90 days prior to the filing of this report, the Company carried out
an evaluation, under the supervision and with the participation of the Company's
management, including its principal executive and financial officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based upon and as of the date of that evaluation, the Company's
principal executive and financial officer concluded that the Company's
disclosure controls and procedures are effective to ensure that information
required to be disclosed in the reports the Company files and submits under the
Exchange Act of 1934 is recorded, processed, summarized and reported as and when
required.

(b)  Changes in Internal Controls

There were no changes in the  Company's  internal  controls or in other  factors
that could have significantly  affected those controls subsequent to the date of
the Company's most recent evaluation.


                                       20
<PAGE>

                           PART II. OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits

         A list of  exhibits  required to be filed as part of this report is set
         forth  in the  Index  to  Exhibits,  which  immediately  precedes  such
         exhibits, and is incorporated herein by reference.

         (b) Reports on Form 8-K

         Three Months Ended March 31, 2003:

         The Company filed Current  Reports on Form 8-K on February 13, 2003 and
         March 18, 2003 to report that it changed its independent accountants.





































                                       21
<PAGE>

                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.




                                                 SOYO GROUP, INC.
                                             ------------------------
                                                   (Registrant)




DATE:  May 13, 2003                     By:  /s/ Ming Tung Chok
                                             ------------------------
                                             Ming Tung Chok
                                             President and Chief
                                             Executive Officer







DATE:  May 13, 2003                     By:  /s/ Nancy Chu
                                             ------------------------
                                             Nancy Chu
                                             Chief Financial Officer






















                                       22
<PAGE>

                                  CERTIFICATION

         I, Ming Tung Chok, certify that:

1.       I have reviewed this quarterly report on Form 10-Q of Soyo Group, Inc.

2.       Based on my  knowledge,  this  quarterly  report  does not  contain any
         untrue  statement of a material  fact or omit to state a material  fact
         necessary to make the  statements  made, in light of the  circumstances
         under which such  statements  were made, not misleading with respect to
         the period covered by this quarterly report.

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included in this quarterly  report,  fairly present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the  registrant as of, and for, the periods  presented in
         this quarterly report.

4.       I am responsible for establishing and maintaining  disclosure  controls
         and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
         the registrant and I have:

         a.       designed  such  disclosure  controls and  procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to me
                  by others  within  those  entities,  particularly  during  the
                  period in which this quarterly report is being prepared;

         b.       evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing  date of this  quarterly  report  (the  "Evaluation
                  Date"); and

         c.       presented in this quarterly  report my  conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on my evaluation as of the Evaluation Date.

5.       I  have  disclosed,   based  on  my  most  recent  evaluation,  to  the
         registrant's  auditors and the audit committee of registrant's board of
         directors (or persons performing the equivalent function):

         a.       all  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and

         b.       any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls.

6.       I have  indicated in this  quarterly  report  whether or not there were
         significant changes in internal controls or in other factors that could
         significantly  affect  internal  controls  subsequent to the date of my
         most recent evaluation, including any corrective actions with regard to
         significant deficiencies and material weaknesses.


Date:  May 13, 2003            By:  /s/ MING TUNG CHOK
                                    -------------------
                                    Ming Tung Chok
                                    President and Chief
                                    Executive Officer


                                       23
<PAGE>

                                  CERTIFICATION

I, Nancy Chu, certify that:

1.       I have reviewed this quarterly report on Form 10-Q of Soyo Group, Inc.

2.       Based on my  knowledge,  this  quarterly  report  does not  contain any
         untrue  statement of a material  fact or omit to state a material  fact
         necessary to make the  statements  made, in light of the  circumstances
         under which such  statements  were made, not misleading with respect to
         the period covered by this quarterly report.

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included in this quarterly  report,  fairly present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the  registrant as of, and for, the periods  presented in
         this quarterly report.

4.       I am responsible for establishing and maintaining  disclosure  controls
         and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
         the registrant and I have:

         a.       designed  such  disclosure  controls and  procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to me
                  by others  within  those  entities,  particularly  during  the
                  period in which this quarterly report is being prepared;

         b.       evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing  date of this  quarterly  report  (the  "Evaluation
                  Date"); and

         c.       presented in this quarterly  report my  conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on my evaluation as of the Evaluation Date.

5.       I  have  disclosed,   based  on  my  most  recent  evaluation,  to  the
         registrant's  auditors and the audit committee of registrant's board of
         directors (or persons performing the equivalent function):

         a.       all  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and

         b.       any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls.

6.       I have  indicated in this  quarterly  report  whether or not there were
         significant changes in internal controls or in other factors that could
         significantly  affect  internal  controls  subsequent to the date of my
         most recent evaluation, including any corrective actions with regard to
         significant deficiencies and material weaknesses.


Date:  May 13, 2003            By:  /s/ NANCY CHU
                                    -----------------------
                                    Nancy Chu
                                    Chief Financial Officer



                                       24
<PAGE>

                                INDEX TO EXHIBITS



Exhibit
Number            Description of Document
------            -----------------------

99.1              Certification  pursuant to Section  906 of the  Sarbanes-Oxley
                  Act of 2002








































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