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TABLE OF CONTENTS



|          |                                                                                                                                    |  |  |      |  | 
|--------- | ---------------------------------------------------------------------------------------------------------------------------------- |  |  | ---- |  | 
|          |                                                                                                                                    |  |  | Page
|          |                                                                                                                                    |  |  |     
|PART I.   |                                                                                                                                    |  |  |     
|          | Item     1.     Description of Business                                                                                            |  |  | 3    | 
|          | Item     2.     Description of Property                                                                                            |  |  | 22   | 
|          | Item     3.     Legal Proceedings                                                                                                  |  |  | 23   | 
|          | Item     4.     Submission of Matters to a Vote of Security Holders                                                                |  |  | 23   | 
|PART II.  |                                                                                                                                    |  |  |     
|          | Item     5.     Market for Common Equity and Related Stockholder Matters                                                           |  |  | 23   | 
|          | Item     6.     Management's Discussion and Analysis                                                                               |  |  | 25   | 
|          | Item     7.     Financial Statements                                                                                               |  |  | 30   | 
|          | Item     8.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                               |  |  | 31   | 
|          | Item     8A.     Controls and Procedures                                                                                           |  |  | 31   | 
|PART III. |                                                                                                                                    |  |  |     
|          | Item     9.     Directors and Executive Officer, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act. |  |  | 33   | 
|          | Item     10.     Executive Compensation                                                                                            |  |  | 35   | 
|          | Item     11.     Security Ownership of Certain Beneficial Owners and Management                                                    |  |  | 35   | 
|          | Item     12.     Certain Relationships and Related Transactions                                                                    |  |  | 37   | 
|          | Item     13.     Exhibits, List and Reports on Form 8-K                                                                            |  |  | 37   | 
|          | Item     14.     Principal Accountant Fees and Services                                                                            |  |  | 37   | 
|          | Signatures                                                                                                                         |  |  | 39   | 
|          | Index to Exhibits                                                                                                                  |  |  | 40   | 
|          |                                                                                                                                    |  |  |     

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### INDEX TO EXHIBITS

|Exhibit No. | Page No. | Description                                                                                                                                                                                                                                                                                                                                                       
|----------- | -------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3(i)(a)     | *        | Articles of Incorporation (incorporated by reference to the Form SB-2/A filed with the Securities and Exchange Commission on October
18, 2000).                                                                                                                                                                                                                   
|3(i)(b)     | *        | Amended Articles of Incorporation (incorporated by reference to the Form 10QSB filed with the Securities and Exchange Commission on
November 3, 2003).                                                                                                                                                                                                            
|3(ii)       | *        | By-laws (incorporated by reference to the Form SB-2/A filed with the Securities and Exchange Commission on October 18, 2000).                                                                                                                                                                                                                                     
|10          | *        | Acquisition Agreement dated November 11, 2003 between InvestNet and AGrade Limited, Advance Tech Asset Management Limited, Advance
                                 Tech (Asia) Limited and Ho Hun Lun Terence (incorporated by reference to the Form 8K filed with the
                                 Securities and Exchange Commission on December 19, 2003).
|14          | Attached | Code of Ethics adopted on May, 2004                                                                                                                                                                                                                                                                                                                               
|31(a)       | Attached | Certification of the Chief Executive Officer pursuant to
       Rule 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934 as amended, as adopted
       pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                   
|31(b)       | Attached | Certification of the Chief Financial Officer pursuant to
       Rule 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934 as amended, as adopted
       pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                   
|32(a)       | Attached | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                       
|32(b)       | Attached | Certification of the Chief Financial Officer
      pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                 

* Incorporated by reference from previous filings with the Securities and exchange Commission.

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