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

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

                                 FORM 10-KSB/A-2

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

                  For the annual period ended December 31, 2004

        |_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

              For the transition period from _________ to _________

                               SECURED DATA, INC.

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

                 (Name of Small Business Issuer in Its Charter)

             NEVADA                Commission File No:            87-0650264
(State or other jurisdiction of        000-32253               (I.R.S. Employer
incorporation or organization)                               Identification No.)

 16B/F Ruixin Road Bldg. No. 25 Gaoxin Road Xi An 710075 Shaanxi Province, China
                    (Address of principal executive offices)

                                (86) 29 8824 6358
                (Issuer's telephone number, including area code)

        Securities Registered Pursuant to Section 12(b) of the Act: None

           Securities Registered Pursuant to Section 12(g) of the Act:

                    Common Stock, Par Value $0.001 Per Share
                                (Title of Class)

      Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports); and (2)
has been subject to such filing requirements for the past 90 days.

      Yes |X| No |_|

      Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definite proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. |_|

      The issuer's revenues for the fiscal year ended December 31, 2004 were
$2,478,763.

      The aggregate market value of the common stock held by non-affiliates as
of March 31, 2005 was $2,874,187.

      State the number of shares outstanding of each of the issuer's classes of
equity securities, as of the latest practicable date:

      Title of Each Class of Equity           Number of Shares Outstanding as of
      Securities                              December 31, 2004
      ------------------------------          ----------------------------------
      Common Stock, $0.001 par value          39,604,958

    Transitional Small Business Disclosure Format (check one): Yes |_| No |X|


                                                                               i
<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<S>                                                                                                      <C>
PART I
           ITEM 1.    Description of Business
           ITEM 2.    Description of Properties
           ITEM 3.    Legal Proceedings
           ITEM 4.    Submission of Matters to a Vote of Security Holders
PART II
           ITEM 5.    Market for Common Equity and Related Stockholder Matters
           ITEM 6.    Management's Discussion and Analysis
           ITEM 7.    Financial Statements
           ITEM 8.    Changes in and Disagreements with Accountants on Accounting and Financial
                      Disclosures
           ITEM 8A.   Controls and Procedures
           ITEM 8B.   Other Information
PART III
           ITEM 9.    Directors, Executive Officers, Promoters and Control Persons, Compliance With
                      Section 16(A) of the Exchange Act
           ITEM 10.   Executive Compensation
           ITEM 11.   Security Ownership of Certain Beneficial Owners and Management
           ITEM 12.   Certain Relationships and Related Transactions
           ITEM 13.   Exhibits
           ITEM 14.   Principal Accounting Fees and Services
</TABLE>


                                                                              ii
<PAGE>

      iii This annual report contains certain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These include
statements about our expectations, beliefs, intentions or strategies for the
future, which we indicate by words or phrases such as "anticipate," "expect,"
"intend," "plan," "will," "we believe," "our company believes," "management
believes" and similar language. These forward-looking statements are based on
our current expectations and are subject to certain risks, uncertainties and
assumptions, including those set forth in the discussion under Item 1.
Description of Business" and Item 6. "Management's Discussion and Analysis",
including under the heading "- Risk Factors" under Item 6. Our actual results
may differ materially from results anticipated in these forward-looking
statements. We base our forward-looking statements on information currently
available to us, and we assume no obligation to update them. In addition, our
historical financial performance is not necessarily indicative of the results
that may be expected in the future and we believe that such comparisons cannot
be relied upon as indicators of future performance.

      Certain financial information included in this annual report has been
derived from data originally prepared in Renminbi (RMB), the currency of the
People's Republic of China. For purposes of this annual report, a conversion
rate of US$1.00 to RMB 8.3 was utilized. There is no assurance that RMB amounts
could have been or could be converted into US dollars at that rate.

      Secured Data, Inc., through its subsidiary Northwest BioTechnic Inc.
("NBTI") owns and operates, Huifeng Biochemistry Joint Stock Company
("Huifeng"), which is a joint venture company established under the laws of the
People's Republic of China ("PRC" or "China") with its main business as
production and sales of plant extracts, biochemical products and pharmaceutical
raw products in the PRC.


                                                                             iii
<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

HISTORY

      Our company, Secured Data, Inc. ("we", "us", "our", "SCRE", the "Company"
or "our Company"), was incorporated under the laws of the State of Nevada and
trades on the Over the Counter ("OTC") Bulletin Board under the symbol "SCRE".

      Secured Data, Inc. is a corporation formed under the laws of the State of
Nevada on March 16, 2000. During the year 2000, we acquired a license to market
VitaMineralHerb.com products to customers in Oklahoma and New Mexico.
VitaMineralHerb.com hosts an Internet web site where health related products can
be purchased for resale; the web site then automatically credits the licensee
with purchases from their customers. We did not generate any revenues from the
above endeavors and during March 2002, we decided to terminate our involvement
with marketing vitamins and such related projects; consequently, we cancelled
our license agreement with VitaMineralHerb.com. Since October 2002, management's
business plan was to seek out a privately held business with whom the Company
can reorganize so as to take advantage of the Company's status as a publicly
held corporation.

      On December 20, 2004, pursuant to the terms of a Stock Purchase Agreement
("Malone Agreement"), Art Malone, Jr. ("Selling Shareholder") sold 7,229,601
shares of the common stock of Secured Data, Inc. ("Company") for $300,000 (the
"Sale") to Zhi Lan Wang and Jun Lin, individuals, on the closing date of
December 20, 2004. Such 7,229,601 shares of the common stock of the Company
represented approximately 56.18% of the total outstanding stock of the Company
as of that date.

      Immediately thereafter, pursuant to the terms of an Agreement and Plan of
Reorganization dated December 20, 2004 ("Northwest Agreement"), the Company
agreed to purchase all of the outstanding shares of Northwest BioTechnic, Inc.
("NBTI"), a British Virgin Islands corporation (the "Acquisition"). NBTI was
incorporated in the British Virgin Islands on June 25, 2004.

      At the time of the Acquisition, NBTI had a total of 500,000 shares issued
and outstanding, 250,000 of which were held by Jing An Wang, and 50,000 each
were held by Xinwen Hou, Zhang Jungi, Wang Bijun, Wang Zhilan, and Wang Xugang
(the "NBTI Shareholders"). Pursuant to the terms of the Northwest Agreement, at
the closing of the Acquisition, the Company delivered the following
consideration to the NBTI Shareholders: (i) 80,735,590 newly-issued shares of
the common stock of the Company (the "Initial NBTI Consideration") in exchange
for 30% of the total outstanding shares of NBTI (such shares of the common stock
of the Company allocated among the NBTI Shareholders on a pro rata basis
according to their respective ownership of NBTI); and (ii) a promissory note
(the "Promissory Note") payable to the NBTI Shareholders for the total amount of
$1,900,000, in exchange for the remaining 70% of the total outstanding shares of
NBTI. The Promissory Note is convertible into 10,465,725 shares of the Company's
common stock (allocated among the NBTI Shareholders on a pror rata basis
according to their respective ownership of NBTI), with such number of shares
calculated assuming the completion of a one-for-eighteen reverse split of the
Company's common stock prior to such conversion. Based on the current ownership
of NBTI shares by the NBTI Shareholders, Jing An Wang would receive 5,232,860
shares of the Company's common stock upon conversion, and each of Xinwen Hou,
Zhang Jungi, Wang Bijun, Wang Zhilan, and Wang Xugang would receive 1,046,573
shares of the Company's common stock. The Company currently expects that the
Promissory Note will be so converted.


                                                                               1
<PAGE>

      In summary, following the closing of the Acquisition, the total number of
outstanding shares of the Company's common stock was 93,604,958, which is also
the current total number of outstanding shares of the Company's common stock.
The Initial NBTI Consideration represents approximately 86.3% of that number of
shares. Giving effect to the intended one-for-eighteen reverse stock split, the
total number of outstanding shares of the Company's common stock will be
approximately 5,200, 277. Upon conversion of the Promissory Note (and assuming
completion of the one-for-eighteen reverse stock split), the total number of
outstanding shares of the Company's common stock will be approximately
15,666,002. Following such conversion, the total number of shares issued by the
Company as consideration for the Acquisition will represent approximately 95.4%
of the total outstanding common stock of the Company.

      The following chart illustrates the foregoing description of the
outstanding shares of the Company's common stock, and the ownership thereof by
the Company's principal officers, directors and affiliates.

<TABLE>
<CAPTION>
                                                                              After Conversion of
                       Current Holdings           After Reverse Split           Promissory Note
                       ----------------           -------------------           ---------------
                    Shares Held          %      Shares Held          %      Shares Held          %
<S>                  <C>             <C>          <C>            <C>         <C>             <C>
Jingan Wang          37,299,843       39.8%       2,072,214       39.8%       7,305,074       46.6%

Sanding Tao           3,633,102        3.9%         201,839        3.9%         201,839        1.3%

Xinwen Hou            3,633,102        3.9%         201,839        3.9%       1,248,412        8.0%

Xian Renfeng          9,284,593        9.9%         515,811        9.9%         515,811        3.3%
Investment Ltd.

Others               39,754,318       42.5%       2,208,574       42.5%       6,394,866       40.8%
                     -----------------------------------------------------------------------------

Total                93,604,958      100.0%       5,200,277      100.0%      15,666,002      100.0%
</TABLE>

BUSINESS OVERVIEW

      The Company, through its wholly owned subsidiary NBTI, owns 100% of
Huifeng Biochemistry Joint Stock Company ("Huifeng"), which is a joint venture
company established under the laws of the PRC. Huifeng produces and sells plant
extracts, biochemical products and pharmaceutical raw products in the PRC.
Huifeng was founded on January 18, 2000. With its proprietary technology of
"Producing Rutin by Eliminating Enzyme and Mucus" together with abundant
resources of high quality pagoda rice in the Northwest region of China as raw
material, Huifeng developed and specialized itself as one of the major
technology-based Rutin companies in Xian provinces within two years after
establishment. Huifeng possesses one of the most advanced and patented
Rutin-refined technologies and is a major Rutin supplier in world market. There
are no regulatory requirements or other governmental restrictions in the PRC
that materially affect the Company's operations, other than normal regulations
covering the production of medicinal products discussed under "Government
Regulations" below.

      During 2004 and 2003, 100% of the Company's assets were located in China
and 90% of the Company's revenues were derived from companies located in China.

      The Company relied on two customers, Shandong Dai Yu Pharmaceutical
Company Limited and Shanxi Hon Lok Company Limited, for an aggregate of
approximately 63% of sales for the year ended December 31, 2004. The Company
relied on three customers, Shandong Dai Yu Pharmaceutical Company Limited,
Shanxi Hon Lok Company Limited and Wan Tat Pharmaceutical Company Limited, for
an aggregate of approximately 58% of sales for the year ended December 31, 2003.


                                                                               2
<PAGE>

      The Company relied on four suppliers, Fengsheng Ren, Zhixiang Gao,
Yangling Ai and Feng Li for an aggregate of 62% of purchases for the year ended
December 31, 2004. The Company relied on three suppliers, Feng Li, Cungui Zhang
and Shuyuan Li for an aggregate of 72% of purchases for the year ended December
31, 2003.

      The Company's patent application for its proprietary technology for
producing Rutin has been accepted and audited by the State Intellectual Property
Bureau of PRC (patent number: 02114402.8). This patent has been published on the
"Invention Patent Communique", volume 18, No 41. We own all the patent rights
and are the legal owners of such patent as shall be granted by the Chinese
government. See "Patents and Intellectual Property" below.

      The extractive process of producing Rutin - "Producing Rutin by
Eliminating Enzyme and Mucus" - is a patented technology with procedures as
follows: proprietary processes are used to purify raw material by using the
"Eliminating Enzyme" aspect of the process. The extracts are further processed
by another extraction procedure called "Eliminating Mucus" as extraction
material. The semi-finished product after the purification and extraction
process is further processed by "Alkali Extraction" and "Acid Deposition" to
obtain Rutin.

      The principal equipment required for Rutin extraction includes
enzyme-elimination tanks, pectin-elimination tanks, percolation tanks,
sedimentation tanks, plate and frame filter presses, drying machines,
disintegrators, and mixer blenders.

      The Rutin extraction process is assembly line work that runs continuously.
In general, the time for each main procedure is as follows: fifteen minutes for
enzyme-elimination; five minutes for eliminating pectin, three hours for alkali
extraction, six hours for acid precipitation, two hours for filter pressing, and
four hours for parching. The production process is illustrated in the figure
below:

<TABLE>
<S>                     <C>                   <C>                  <C>                   <C>
-----------------------                       --------------------                       --------------------------
                        Regular airing and                         Thermal steaming
pagoda rice raw         dust removal                               and                   Enzyme-elimination
material                --------------------> Clean material       enzyme-elimination    material
-----------------------                       -------------------- --------------------> --------------------------
                                                                                                             |
                                                                                         Eliminating pectin  |
                                                                                                             v
-----------------------                       --------------------                       --------------------------
                        Disacidifying                              Alkali extraction
Rutin sediment          sediment              Extraction solution                        Eliminating pectin
                        <--------------------                      <-------------------- material
-----------------------                       --------------------                       --------------------------
                  |
Filter pressing   |
                  v
-----------------------                       --------------------
                        Parching and
Filter mass             crashing              Rutin powder
                        -------------------->
-----------------------                       --------------------
</TABLE>

      Huifeng has emphasized technology and product innovation, and its
strategic mission is to commercialize Chinese traditional medicine. In this
regard, the Company's business missions are:

      (a)   To obtain Good Manufacturing Practice ("GMP") certification, which
            is awarded by the State Food and Drug Administration Bureau of the
            PRC government, for Huifeng's manufacturing facilities for medicine
            production;


                                                                               3
<PAGE>

      (b)   To build and operate the Company's raw material production site
            according to "GAP" standard, the certification standard for Chinese
            traditional medicine that was introduced and regulated by the State
            Food and Drug Administration Bureau of the PRC government that
            governs the production process to ensure quality in the production
            process;

      (c)   To build or modify the Company's facilities according to "GLP"
            standard, meaning "Medicine Quality System Regulation for
            Non-Clinic," that was introduced and regulated by the State Food and
            Drug Administration Bureau of the PRC government and considered an
            international standard for laboratories for advanced function of
            biological molecules development and production; and

      (d)   To develop natural cosmetics, health food and beverages using Rutin
            as raw materials.

      With respect to item (a) above, the GMP certification is awarded by the
provincial Food and Drug Supervisory Administration Bureau, whose jurisdiction
includes the treatment of procedures for raw materials, whole processes of
production, and quality control inspection. The process by which the GMP
certification is awarded is as follows:

      1.    The applicant applies to the provincial Food and Drug Supervisory
            Administration Bureau for project evaluation;

      2.    The applicant prepares for reconstruction according to GMP
            standards, which are stated in the following publications:

            a.    "Good Manufacturing Practice and Quality Control of Drug"
                  China, 1998 edition;
            b.    "US Pharmacopoeia" volume 23 drug quality standard 11th
                  edition (abbreviated as NF11);
            c.    "Germany Drug Quality" 9th and 10th edition (abbreviated as
                  DAB9 and DAB10);

      3.    The applicant applies to the provincial Food and Drug Supervisory
            Administration Bureau for an on-site check, following which the
            provincial Food and Drug Supervisory Administration Bureau arranges
            an on-site check after receiving GMP inspection data from the
            applicant (normally there are three inspectors to inspect the
            management, quality, facilities and documents of production /
            records, respectively);

      4.    The results will be announced publicly within 15 days thereafter and
            will also be sent to the National Food and Drug Supervisory
            Administration Bureau, which will inform the provincial Food and
            Drug Supervisory Administration Bureau to award the GMP certificate
            to the applicant if there is no objection from the public.

      The Company has made the following adjustments to meet the requirements of
GMP standards:

      1.    The Company's entire workshop has been redesigned and reconstructed
            according to GMP standards. There are production areas (including
            raw material plants, finished drug plants, spasmolytic plants),
            storage districts, quality test districts, administration districts
            and living quarters, which are divided and separated from each other
            in separate concrete rooms.

      2.    A set of equipment and instruments have been updated which comprise
            30B disintegrators, type 500 vacuum driers, SS800 three legged
            centrifugers, high performance liquid chromatographs, gas
            chromatographs and ultraviolet spectrophotometers.


                                                                               4
<PAGE>

      3.    We have organized every division to amend all administrative
            documents to meet the requirements of GMP standards, which satisfies
            the process, operation and standardization requirements of GMP
            standards.

      4.    We have implemented GMP training for all staff from senior managers
            to line workers, to educate them on the essentials of the GMP
            standards in order to ensure the quality of our products.

      5.    We have organized the skill training programs and examinations for
            our workers according to their role and positions to ensure that
            they are qualified to work.

      With respect to item (b) above, the GAP standard applies to the daily
operations of the Company during the manufacturing process. According to the GAP
standard, testing standards have been drawn up by the Company's management in
order to make the contents and impurity of pagoda rice come within a
controllable capacity. Such standards have been prepared on the basis of the
geographical environment for growth of pagoda rice.

      Our company strictly operates in accordance with the GAP standard; for
instance, we select the pagoda rice according to our standards and procedures
developed under the GAP standard while purchasing the raw material to guarantee
the raw material is of stable quality.

      With respect to item (c) above, the existing physical conditions of the
Company's research laboratory need substantial modifications, including, but not
limited to, an increase in the floor area of the laboratory, renovation of the
internal set up of the laboratory, the purchase of new laboratory equipment, and
improvement to the environment to conduct research. It is estimated that a
minimum of $120,000 will be required for this modification and the Company
intends to implement it after raising funds for the Company.

OUR PRODUCTS

      Huifeng produces a series of Rutin and Rutin-related products:

      Pharmaceutical Intermediates    1. NF11 Rutin (USP standard)
                                      2. DAB8, DAB9, DAB10, DAB11, Rutin (German
                                         Codex Standard)
                                      3. Troxerutin (farinaceous injection, oral
                                         application)
                                      4. Quercetin, L-Rhamnone

      Pharmaceutical Material         1. Venoruton (farinaceous injection, oral
                                         application)
                                      2. Rutin
                                      3. Berberine Hydrochlorrde
                                      4. Matrine

      Plant Extractive                1. Hesperidin
                                      2. Naringin
                                      3. Epimedium Extract
                                      4. Matrine
                                      5. Pueraria
                                      6. Siybun Marianum P.E

      The chemical name of Rutin is rue glycoside (Molecular formula:
C27H30O163H2O) and it is a kind of plant extract.


                                                                               5
<PAGE>

PRODUCTION FACILITIES

      In 2004 Huifeng has two major production facilities, and the equipment
resources of each of the facilities are as follows:

      1.    Manufacturing plant located at NO 1,Huifeng Rd, Changwu, Xianyang:

            o     This production site is for refining and manufacturing of new
                  products

            o     Has a total of ten buildings including:

                  o     A two levels office building

                  o     A four levels staff building

                  o     Three manufacturing buildings (including extract
                        workshops, refining workshops and packaging workshops)

                  o     One raw materials storage building

                  o     One building for storage of finished products

                  o     One building for dangerous products

                  o     Building for power and maintenance (including boiler,
                        power distribution and maintenance)

                  o     One cafeteria and staff canteen

            o     The production capacity of the plant is approximately 500
                  tons/year

      2.    Manufacturing plant located in Fenghui, Changan, Xian

            o     This production site is for extract and supplies raw materials
                  for refining

            o     Has a total of four buildings including:

                  o     One office building

                  o     One manufacturing building (including extract workshops,
                        crystallization workshops, communication workshops and
                        packaging workshops),

                  o     One raw materials building

                  o     One boiler

            o     The production capacity of the plant is approximately 300
                  tons/year

      The two production facilities together occupy a total area of
approximately 300,000 square feet. The existing utilization rates of the two
plants are approximately 60% to70%. The general physical condition of the plants
and production facilities of the Company can completely satisfy the production
needs of the Company in terms of quantity and production quality for the near
future.

      Raw materials and ingredients, such as carbinol and hydrochloric acid,
which are needed in the manufacturing or refining process during production of
our products, are dangerous chemicals that require special handling. Our
building for dangerous products is constructed according to the GMP standards.
These raw materials are stored separately in our building for dangerous products
to avoid or minimize dangers related to storage and applications of these
special raw materials and ingredients.


                                                                               6
<PAGE>

      We use two kinds of dangerous material during the production process:
methanol, which is a combustible material, is used as a side material during the
production process; and hydrochloric acid, which is corrosive in nature, is also
used as another side material. These materials are stored; deposited and
utilized according to the standard requirements for dangerous articles.
Specifically, these dangerous materials are delivered to the production
facilities using dedicated pipelines and airproof ducts. During the production
process, there is a central air-conditioning system that maintains stable room
temperature from 18oC to 26oC. Smoking or lighting fires is strictly forbidden
inside the production facilities, and the production process is conducted in
accordance with our standard operation manual for dangerous articles.

TARGET MARKETS AND PRINCIPAL CUSTOMERS

      All of Huifeng's products are raw materials for production of medicines
and the users of these products are industrial clients. As a result, Huifeng's
main target customers are pharmaceutical companies and food manufacturers.

      For the year ended December 31, 2004, $2,177,478 or 87.8% of our sale
revenues was derived from sales of Rutin and Rutin-related pharmaceutical
intermediates and material. $301,285 or 12.2% of our sales revenues was derived
from sales of plant extracts.

SALES AND MARKETING

      Since the majority of Huifeng's products are raw materials for production
of medicines and target customers are mostly industrial clients, Huifeng sells
and distributes its products mainly through direct selling to medicine and food
manufacturers. Usually customers will place purchase orders directly with the
sales and marketing team of Huifeng.

      Refined products and the refining process refers to the refining of raw
material into Rutin, and Rutin itself is a raw material provided to other
pharmaceutical companies and food manufacturers, who are all customers of our
Company.

      The organizational structure of the sales and marketing team of Huifeng is
as follows: our sales director manages the whole sales team through sales
managers, and each of the sales managers controls a team of sales supervisors
and salesmen.

      Huifeng also participates in distribution and marketing activities that
aim at strengthening its ties with existing and new customers. One
frequently-used technique to expand our distribution network and develop new
customers is participation in various domestic and international medicine raw
materials exhibitions. Also, Huifeng focuses on improving the quality of
products and after-sale services in order to better maintain customer
relationships.

COMPETITION

      Huifeng engages in Rutin production in China. With its proprietary
technology of "Producing Rutin by Eliminating Enzyme and Mucus" and with
abundant resources of high quality pagoda rice in the Northwest region of China
as raw material, Huifeng has not faced substantial competition within China.
From time to time there are many small domestic Rutin manufacturers but the
Company believes that these companies will not pose a threat to Huifeng's
business expansion in China.

      Based on similarity of products, pricing, and production scale, we believe
that the major competitor of Huifeng is Sichuan Xietong Pharmaceutical Company
Limited ("Xietong"). However, because of what we believe based on our search of
publicly available documents to be a lack of technological patents and access to
raw materials, we believe that Xietong is gradually fading out of the Rutin
refining business and is shifting its business from raw medicine production to
finished medicine production, and retains a rather small portion of its business
in raw medicine production. This information is based on market information
obtained from our customers and by our sales and marketing team.


                                                                               7
<PAGE>

      Although our competitors or potential competitors have an equivalent
opportunity to access raw materials as we do, the majority of our current
competitors, especially our potentially strong competitors, are not located in
the same geographical region as us, which is where the principal materials come
from. For instance, our main ingredient, pagoda rice, exists only in northern
parts of China. The transportation cost for raw material from our geographic
region would substantially increase our competitor's cost of production. As a
result, we believe that we will have competitive advantage over our competitors
in cost of production and hence we can sell our products at a lower price.

      Upon expiration of our patent, other competitors may utilize our
technologies to their advantage. However, we believe that we can improve our own
products during the time period prior to expiration. See "Patents and
Intellectual Properties".

PRINCIPAL OFFICE

      Our principal office is located at FL16B, Ruixin Bldg, NO.25, Gaoxin Rd,
Xian China.

EMPLOYEES AND ORGANIZATION

      As of December 31, 2004, the Company's subsidiary, Huifeng, had
approximately 186 full-time employees, out of which approximately 75 are
technicians. None of our employees are covered by a collective bargaining
agreement, we have never experienced a work stoppage, and we consider our labor
relations to be excellent.

      The organization of Huifeng is divided into 8 departments that are
supervised by our chief executive officer: personnel department, financial
department, securities department, sales department, provision department,
inspection department, production department and R&D department. The production
department supervises the two manufacturing plants and the raw material
production site.

BUSINESS DEVELOPMENT AND ACQUISITIONS

      In 2005 we will focus on:

      1.    Increasing Huifeng's market share for Rutin in both the
            international and domestic market;

      2.    Commercializing an additional one to two new products and striving
            to launch these products into the public market; and

      3.    Enlarging the organization and improving production efficiency.

      With respect to our international marketing activities, our international
sales increased to over 18% of total sales in the first half of 2005 as compared
to 7% of total sales in the first half of 2004.

PATENTS AND INTELLECTUAL PROPERTIES

      The patent system of China includes invention patents, practical patents
and shape patents. Patents granted under the Chinese patent system protect the
intellectual properties owned by the patent owner against infringement by third
parties. The only patents applied for or obtained by the Company have been
applied for by our subsidiary Huifeng, and are protected only in the PRC. We
have not applied for or obtained any international patents.


                                                                               8
<PAGE>

      Applying for a patent through the State Intellectual Property Bureau of
the PRC requires a substantial period of time. Huifeng's patent application for
"Producing Rutin by Eliminating Enzyme and Mucus" has been reported in volume
18, number 41 in the "Invention Patent Communique," which is the patent bulletin
board in China, and has been assigned the number of 02114402.8. The underlying
technology is a proprietary method to purify raw material, and process the
extracts to produce an extraction material that is subjected to further
processes called "Alkali Extraction" and "Acid Deposition" to obtain Rutin.

      The Company finished the substantive testing process in applying for the
patent rights in June 2005 and the Company has not received any further comment
on the investigations process by the patent inspectors. In accordance with the
patent law of the People's Republic of China, enforcement regulations announced
by the National Intellectual Property Bureau of China, and the notice of
"Company substantive process entry for invention and patents application" issued
to the Company on December 10, 2004 by the Chinese government, because the
investigations process was completed with no comment, the applicant is supposed
to receive the patent approximately six months after the investigations process
completed. As a result, the Company believes that the patent should be granted
by the end of 2005.

      Even if the Company is not granted the patent right as expected, the
Company's management does not believe that it will result in any substantial
adverse impact on the Company. Extensive time and experience is required to
handle and control the technology of producing Rutin in order to ensure
production quality. The Company has strong abilities and experience in
controlling such technology. Based on the results of our research on our
competitors, we believe that our ability and experience to handle and manage our
technology in producing Rutin is stronger than our competitors. Thus, we believe
that we will not be substantially adversely affected even if we do not receive
the patent rights or the process of granting us the patent right is delayed.

      There are time limits for patent protection in China, which cannot be
extended following expiration of the patent protection period. Therefore,
relevant laws will not protect our patent after it expires, which is 15 years
after it is granted. It is possible that other companies or persons, especially
our competitors, may take advantage of such technology upon our patent expiry.
But, within the patent protection period, we believe we can develop ourselves to
produce much higher quality products using such patent technology and develop a
stable customer base for a larger market share. We also believe we can develop a
good reputation in our business sector within the patent protection period. As a
result, even though our competitors can access to such technology after the
patent protection period, we do not believe it will negatively affect our
overall competitive environment.

GOVERNMENT REGULATIONS

      To its knowledge, the Company has complied with all applicable government
regulations relating to its existence and conduct of business, including
business licensing and registration requirements under Nevada law. To the
Company's knowledge, its subsidiary, NBTI, has also complied with all relevant
government regulations.

      As pertaining to the Company's subsidiary in China, Huifeng, there are
several applicable governmental regulations. As an initial matter, a company
must apply for a business license if it wants to operate a business in China. If
the business scope requires approval according to government regulations, then
the company must apply for such approval as well. Without prior approval of the
administrative department in charge, no person or company can acquire a business
license.


                                                                               9
<PAGE>

      Specifically, to engage in the pharmaceutical business in China, a company
must apply for project approval from the provincial Food and Drug Supervisory
Administration Bureau and for a business license from the Industrial and
Commercial Bureau of Public Administration. Furthermore, such company would need
to apply for license for producing medicine, which would be granted with filing
numbers by the national and provincial Food and Drug Supervisory Administration
Bureaus. In this regard, according to provision file No. 288 (2003) of the Food
and Drug Supervisory Administration Bureau, since July 1, 2004, the production
of all medicines, pharmaceutics and raw material has to meet the requirements of
GMP standards. There is no compulsory requirement for GMP certification prior to
July 1 2004. After obtaining the foregoing, a company would be allowed to
produce medicine in China.

      Huifeng has obtained all relevant business and operational licenses, as
follows:

            1.    Huifeng obtained the required business license at the time of
                  its organization.

            2.    Huifeng acquired the relevant certificate for producing
                  medicine, which was approved by the provincial Food and Drug
                  Supervisory Administration Bureau on December 30, 2000
                  (license number: ShanZz20000136).

            3.    On January 10, 2000, Huifeng was approved by the Chinese
                  National Supervisory Administration Bureau of Foods and Drugs
                  to produce "Rutin" and "Troxerutin" with approval numbers
                  H61020677 and H61020678, respectively. On October 20, 2004,
                  the Chinese National Supervisory Administration Bureau of
                  Foods and Drugs issued a new license number H20045246 to
                  replace license number H61020677 and a new license number
                  H20045265 to replace license number H61020678.

            4.    On February 18, 2005, the provincial Food and Drug Supervisory
                  Administration Bureau announced that Huifeng has met the
                  requirements for GMP certification for medicine production.
                  Therefore, a GMP certificate with certification number
                  ShanG0110 was granted to the Company.

      In addition, there are two ordinances governing the manufacturing of
medical products in China: (1) the Ordinance for the Management of Medicine,
with a total of 111 articles governing safety issues in research, manufacture,
sales and use of medicine and medicinal products; and (2) the Ordinance for
Medical Product Manufacturing that governs the requirements in GMP
certifications to regulate the production environment, production facilities,
production equipment, production technologies and environment conservation
issues related to the production of medicine and medicinal products. To the
Company's knowledge, Huifeng is in compliance with both of these ordinances.

      We are subject to annual inspections by the government according to
government regulations for granting of the annual operations license. The
government will inspect our operations one month before the renewal of our
annual operations license each year and the government is also entitled to
conduct ad hoc on-site inspections as it deems necessary. The Company is also
required to be inspected by government authorities on compliance with GMP
standards every six months. The Ordinance for the Management of Medicine and the
Ordinance for Medical Product Manufacturing stipulate also that the regulatory
bodies have the right to conduct ad hoc inspections if required.

ITEM 2. DESCRIPTION OF PROPERTIES

      See "production facilities" in ITEM 1 - DESCRIPTION OF BUSINESS.

      There is no lien or encumbrance on any of the mentioned properties.


                                                                              10
<PAGE>

ITEM 3 LEGAL PROCEEDINGS

      We are currently not involved in any litigation that we believe could have
a material adverse effect on our financial condition or results of operations.
There is no action, suit, proceeding, inquiry or investigation before or by any
court, public board, government agency, self-regulatory organization or body
pending or, to the knowledge of the executive officers of our company or any of
our subsidiaries, threatened against or affecting our company, our common stock,
any of our subsidiaries or of our company's or our company's subsidiaries'
officers or directors in their capacities as such, in which an adverse decision
could have a material adverse effect.

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      On March 23, 2005, the Board of Directors unanimously approved and
ratified a 1:18 reverse split (the "Reverse Split") of the Company's issued and
outstanding common stock and an amendment (the "Amendment") to its Articles of
Incorporation changing the name of the Company to "Huifeng Bio-pharmaceutical
Technology Inc.", subject to the approval of the Company's stockholders. The
record date established by the Board for purposes of determining the number of
outstanding shares of voting stock entitled to vote on the Reverse Split and the
Amendment was March 23, 2005 (the "Record Date"). On the Record Date,
stockholders owning 53,850,640 shares of Common Stock, or approximately 57.5% of
the issued and outstanding shares of Common Stock, approved the Reverse Split
and the Amendment by action taken without a meeting in accordance with Nevada
law. No further vote of our stockholders was required.

      As a result, the Company filed a preliminary information statement
pursuant to Section 14(c) of the Securities Exchange Act of 1934 on March 23,
2005 in connection with the approval by a majority of the stockholders of (i) an
amendment to its Articles of Incorporation effecting the Reverse Split and (ii)
the Amendment

      On the effective date of the Reverse Split the number of issued and
outstanding shares of common stock of the Company will be reduced from a total
of 93,604,958 shares which were outstanding on the Record Date, to approximately
5,200,275 shares.

      When filed with the Nevada Secretary of State, the Amendment will change
the name of the Company to "Huifeng Bio-pharmaceutical Technology Inc."

      However as of the date of this filing, this preliminary information
statement was still not approved by the Securities and Exchange Commission.

                                     PART II

ITEM 5 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      Our common stock is quoted on the Over-the-Counter Bulletin Board
("OTCBB") under the symbol "SCRE".

      Trading in our common stock has been limited and sporadic. The following
table shows the range of high and low bid quotations reported by the OTCBB in
each fiscal quarter from January 1, 2003 to December 31, 2004, and the
subsequent interim period. The OTCBB quotations reflect inter-dealer prices,
without retail mark-up, mark-down or commission, and may not represent actual
transactions. As of July 25, 2005, there were approximately 80 holders of record
of our common stock. This number does not include an indeterminate number of
shareholders whose shares are held by brokers in street name.


                                                                              11
<PAGE>

BID PRICES FOR THE REPORTING PERIOD

    Year                   Period                           High          Low
    ----                   ------                           ----          ---

    2003       First Quarter                                $0.040        $0.005
               Second Quarter                               $0.040        $0.010
               Third Quarter                                $0.015        $0.010
               Fourth quarter                               $0.020        $0.000

    2004       First Quarter                                $0.300        $0.010
               Second Quarter                               $0.070        $0.060
               Third Quarter                                $0.300        $0.050
               Fourth quarter                               $0.590        $0.020

    2005       First Quarter                                $0.160        $0.050
               Second Quarter                               $0.100        $0.040
               Third Quarter (through August 19, 2005)      $0.050        $0.035

DIVIDENDS

      We presently intend to retain future earnings, if any, to provide funds
for use in the operation and expansion of our business. Accordingly, we have not
declared or paid any dividends to our common shareholders and do not presently
intend to do so. Any future decision whether to pay dividends will depend on our
financial condition and any other factors that our Board of Directors deems
relevant.

ISSUANCE OF SHARES

      During the three month period ended June 30, 2004 the Company issued
6,232,290 shares of its common stock to Art Malone Jr. as repayment for his cash
advances to the Company that was used to operate the business of the Company.

      Between December 15, 2004 and December 20, 2004, the Company issued a
total of 585,000 shares of common stock to three creditors in exchange for
satisfaction and settlement of Company debts totaling $93,000.

      On December 20, 2004, the Company issued 80,735,590 shares of common stock
to the shareholders of NBTI in pursuant to the Acquisition as described in the
Section "History" of "ITEM 1 - DESCRIPTION OF BUSINESS"

      Unless otherwise noted, the sales set forth above involved no
underwriter's discounts or commissions and are claimed to be exempt from
registration with the Securities and Exchange Commission pursuant to Section 4
(2) of the Securities Act of 1933, as amended, as transactions by an issuer not
involving a public offering, the issuance and sale by the Company of shares of
its common stock to financially sophisticated individuals who are fully aware of
the Company's activities, as well as its business and financial condition, and
who acquired said securities for investment purposes and understood the
ramifications of same.


                                                                              12
<PAGE>

ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS

      This annual report contains forward-looking statements within the meaning
of the federal securities laws. These include statements about our expectations,
beliefs, intentions or strategies for the future, which we indicate by words or
phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe,"
"SCRE believes," "management believes" and similar language. The forward-looking
statements are based on the current expectations of SCRE and are subject to
certain risks, uncertainties and assumptions, including those set forth in the
discussion under "Description of Business" and "Management's Discussion and
Analysis or Plan of Operation,". The actual results may differ materially from
results anticipated in these forward-looking statements. We base the
forward-looking statements on information currently available to us, and we
assume no obligation to update them.

      On December 20, 2004, pursuant to the Malone Agreement, Art Malone, Jr.
("Selling Shareholder") sold 7,229,601 shares of the common stock of the Company
for $300,000 (the "Sale") to Zhi Lan Wang and Jun Lin, individuals on the
closing date of December 20, 2004. Such 7,229,601 shares of the common stock of
the Company represented approximately 56.18% of the total outstanding stock of
the Company as of that date.

      Immediately thereafter, pursuant to the terms of an Agreement and Plan of
Reorganization dated December 20, 2004 ("Northwest Agreement"), the Company
agreed to purchase all of the outstanding shares of Northwest BioTechnic, Inc.
("NBTI"), a British Virgin Islands corporation (the "Acquisition"). NBTI was
incorporated in the British Virgin Islands on June 25, 2004.

      At the time of the Acquisition, NBTI had a total of 500,000 shares issued
and outstanding, 250,000 of which were held by Jing An Wang, and 50,000 each
were held by Xinwen Hou, Zhang Jungi, Wang Bijun, Wang Zhilan, and Wang Xugang
(the "NBTI Shareholders"). Pursuant to the terms of the Northwest Agreement, at
the closing of the Acquisition, the Company delivered the following
consideration to the NBTI Shareholders: (i) 80,735,590 newly-issued shares of
the common stock of the Company (the "Initial NBTI Consideration") in exchange
for 30% of the total outstanding shares of NBTI (such shares of the common stock
of the Company allocated among the NBTI Shareholders on a pro rata basis
according to their respective ownership of NBTI); and (ii) a promissory note
(the "Promissory Note") payable to the NBTI Shareholders for the total amount of
$1,900,000, in exchange for the remaining 70% of the total outstanding shares of
NBTI. The Promissory Note is convertible into 10,465,725 shares of the Company's
common stock (allocated among the NBTI Shareholders on a pror rata basis
according to their respective ownership of NBTI), with such number of shares
calculated assuming the completion of a one-for-eighteen reverse split of the
Company's common stock prior to such conversion. Based on the current ownership
of NBTI shares by the NBTI Shareholders, Jing An Wang would receive 5,232,860
shares of the Company's common stock upon conversion, and each of Xinwen Hou,
Zhang Jungi, Wang Bijun, Wang Zhilan, and Wang Xugang would receive 1,046,573
shares of the Company's common stock.

      NBTI operates through its wholly owned subsidiary, Huifeng Biochemistry
Joint Stock Company ("Huifeng"), which is a joint venture company established
under the laws of China and is engaged in the production and sales of plant
extracts, biochemical products and pharmaceutical raw products in the PRC.

      The exchange was treated as a reverse acquisition for accounting purposes.
As such, the financial information reflected activity subsequent to the
acquisition of the Company and its subsidiaries and financial activity of NBTI
prior to the acquisition. We will continue the business operations conducted by
NBTI.


                                                                              13
<PAGE>

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

      We have identified one policy area as critical to the understanding of our
consolidated financial statements. The preparation of our consolidated financial
statements requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the consolidated financial statements and the
reported amounts of sales and expenses during the reporting periods. With
respect to net realizable value of the Company's accounts receivable and
inventories, significant estimation judgments are made and actual results could
differ materially from these estimates.

      The Company does not have any reserves against its accounts receivable or
inventories at December 31, 2004 and 2003. Management's estimation that there
are no reserves is based on the current facts that there is no significant aged
accounts receivable and the current inventory turnover is sufficient to realize
the current carrying value of the inventories. In making their judgment,
management has assumed that there will be continued demand for their products in
the future, thereby maintaining adequate turnover of the inventories.
Additionally, management has assumed that customers will continue to pay their
outstanding invoices timely, and that their customers' financial position will
not deteriorate significantly in the future, which would result in their
inability to pay their debts to the Company. While the Company's management
currently believes that there is little likelihood that the actual results of
their current estimates will differ materially from its current estimates, if
customer demand for its products decreases significantly in the near future, or
if the financial position of its customers deteriorates in the near future, the
Company could realize significant write downs for slow moving inventories or
uncollectible accounts receivable.

      We believe the following is among the most critical accounting policies
that impact our consolidated financial statements. We suggest that our
significant accounting policies, as described in our consolidated financial
statements in the Summary of Significant Accounting Policies, be read in
conjunction with this Management's discussion and Analysis of Financial
Condition and Results of Operations.

      We recognize revenue in accordance with Staff Accounting Bulletin ("SAB")
No. 104. All of the following criteria must exist in order for us to recognize
revenue:

      1.    Persuasive evidence of an arrangement exists;

      2.    Delivery has occurred or services have been rendered;

      3.    The seller's price to the buyer is fixed or determinable and

      4.    Collectibility is reasonably assured.

      The majority of the Company's revenue results from sales contracts with
distributors and revenue is generated upon the shipment of goods. The Company's
pricing structure is fixed and there are no rebate or discount programs.
Management conducts credit background checks for new customers as a means to
reduce the subjectivity of assuring collectibility. Based on these factors, the
Company believes that it can apply the provisions of SAB 104 with minimal
subjectivity.

RESULTS OF OPERATIONS

      The following table sets forth selected statement of operations data as a
percentage of revenues for the periods indicated.


                                                                              14
<PAGE>

                                               Year Ended            Year Ended
                                        December 31, 2004     December 31, 2003
                                        -----------------     -----------------

Revenues                                          100.00%                  100%
Cost of Revenues                                  (90.17%)              (95.47%)
Gross Margin                                        9.83%                 4.53%
General and administrative expenses               (16.76%)               (5.83%)
Selling and distribution expenses                  (1.68%)               (6.96%)
Depreciation and amortization                      (0.36%)               (0.77%)
Equity in loss of affiliate                        (0.00%)                  --
Interest income, net                                0.05%                 7.23%
Other income, net                                   0.03%                 0.04%
Income tax expenses                                (0.30%)                  --
Minority interest                                   0.34%                 0.92%
Net Loss                                           (8.86%)               (0.84%)

YEAR ENDED DECEMBER 31, 2004 COMPARED TO YEAR ENDED DECEMBER 31, 2003

Revenues, Cost of Revenues and Gross Margin

Revenues, Cost of Revenues and Gross Margin

Revenues for the year ended December 31, 2004 were $2,478,763 an increase of
$1,762,904 from $715,859 for the year ended December 31, 2003. Our increases in
sales revenues in 2004 were mainly attributable to the increase in our sales of
the following products in 2004 against 2003:

<TABLE>
<CAPTION>
         Product                 For the year ended December 31,         Increase /
                                                                         (Decrease)
                               ---------------------------------
                                         2004               2003
-----------------------        --------------     --------------     --------------
<S>                            <C>                <C>                <C>
Pharmaceutical                 $    2,404,924     $      635,832     $    1,769,092
intermediates

Pharmaceutical material                 8,484             12,964             (4,480)

Plant Extractive and                   65,355             67,063             (1,708)
others

                               --------------     --------------     --------------
         TOTAL                 $    2,478,763     $      715,859     $    1,762,904
                               ==============     ==============     ==============
</TABLE>

Cost of revenues for the year ended December 31, 2004 were $2,235,189, an
increase of $1,551,759 from $683,430 for the year ended December 31, 2003.
Compared to the year ended December 31, 2003, the increase in cost of sales of
our products was because of our increase in sales revenue in 2004 of the
following products against 2003:


                                                                              15
<PAGE>

<TABLE>
<CAPTION>
         Product                 For the year ended December 31,         Increase /
                                                                         (Decrease)
                               ---------------------------------
                                         2004               2003
-----------------------        --------------     --------------     --------------
<S>                            <C>                <C>                <C>
Pharmaceutical                 $    2,163,890     $      604,040     $    1,559,850
intermediates

Pharmaceutical material                 7,636             12,316             (4,680)

Plant Extractive and                   63,663             67,074             (3,411)
others

                               --------------     --------------     --------------
         TOTAL                 $    2,235,189     $      683,430     $    1,551,759
                               ==============     ==============     ==============
</TABLE>

However, the increase in cost of sales of our products was not in the same
proportion as our increase in sales revenue because our profit margin improved
in 2004 as compared to 2003. Our gross profit margin for 2004 improved from
4.53% in 2003 to 9.83% in 2004 as a result of our improved efficiency in
production due to economy of scale of production as sales volume increased.

      Gross margin for the year ended December 31, 2004 was $243,574, an
increase of $211,145 from $32,429 for the year ended December 31, 2003.

General and Administrative Expenses

      General and Administrative expenses totaled $ 415,342 for the year ended
December 31, 2004, an increase of $ 373,613 from $41,729 for the year ended
December 31, 2003. The increase in general and administrative expenses was
mainly due to an increase of $353,613 in general and administrative expenses in
Huifeng. The increase in general and administrative expenses in Huifeng was due
to an increase of $5,455 in salary expenses and $151,187 in office overhead as a
result of increased business activities. There were also one-time expenses of
$118,836 for factory relocation expenses and $78,135 for a special audit of
Huifeng. There were also $20,000 in expenses related to the Malone Agreement,
the Northwest Agreement and the Acquisition, which were all one-time events in
2004.

Selling and Distribution Expenses

      Selling and distribution expenses totaled $41,569 for the year ended
December 31, 2004, a decrease of $8,264 from $49,833 for the year ended December
31, 2003. Compared to the same year ended December 31, 2003, we increased $3,841
and $16,662 in salary expenses and overhead, respectively, for sales and
marketing staffs as a result of increase in number of employee. However, we
reduced our expenses on promotion material of $28,767 because in the same year
ended 2003, we incurred one-off expenses of purchase of promotion material that
was not repeated in 2004. The Company had not increased its expenses in sales
and distribution despite sales revenue increased, as most of the Company sales
in 2004 were direct selling to industrial customers that did not rely on
intensive sales and distribution activities.

Liquidity and Capital Resources

Cash

      Our cash balance amounted to $167,511 at December 31, 2004.


                                                                              16
<PAGE>

      In the year ended December 31, 2004, our cash used in operating activities
amounted to $526,363, mainly to due the net loss in the current year amounted to
$ 219,730. Also, in the current year, inventories and other receivables
increased by $405,019 and $236,920, respectively as a result of increased in
business activities. We experienced increase in inventory level in 2004 as a
result of increased in production scale to capture economy of scale in
production to improve profit margin as well as stock up on raw material to
reduce raw material cost and as a result, or percentage profit margin improved
from 4.53% in 2003 to 9.83% in 2004. We also experienced increase in accounts
receivable as a result of increase in sales of which a portion of our increased
sales revenues were from credit sales.

      In the year ended December 31, 2004, cash flow from investing activities
amounted to $35,642. Cash flow from financing activities amounted to $562,429,
mainly due to a decrease in amounts due from shareholders of $569,717, an
increase in amounts owed to stockholders of $184,354, and offset by a decrease
in notes payable.

      The Company is currently funding its operations from, in addition to sales
revenues, loans from shareholders.

      For the year ended December 31, 2004, our Company recorded a net loss of
$219,730. However, among the general and administrative expenses of $415,342,
there were one off expenses of $118,836 for factory relocation expenses and
$78,135 for special audit in Huifeng. Our net loss should narrow down to $22,759
should one time expenses for 2004 did not occur. Also, there was a total of
$94,097 non cash depreciation and amortization expenses for the year ended 2004,
which had no impact on our cash flow. With anticipated increase in sales revenue
in 2005, we believe that the Company should be able to generate positive cash
flow from operations in the operating company level in PRC to support the
on-going operations of the Company. Increase in sales revenue in future together
with our existing cash and cash equivalents balance of $167,511 as of December
31, 2005, we anticipate that it will be sufficient to support the expenditure of
the Company for the next 12 months for the purpose of continuous operations.

Construction in Progress

      As of December 31, 2004, the Company had construction in progress on the
modifications and construction of the Company's factory building for GMP
compliance requirements. Since that date, and prior to the date of this
10-KSB/A, all GMP compliance constructions and modifications have been completed
and all payments related to GMP compliance constructions and modifications have
been settled. The liquidity and financial condition of the Company have not been
impaired subsequent to the settlement of the payments related to completion of
such construction in progress.

Working Capital

      Our working capital deficit amounted to $342,854 at December 31, 2004.
However, our current liabilities in year ended 2004 included a promissory note
of $1,900,000, of which should it be exercised by the bearer, would reduce our
current liabilities from $ 2,314,085 to $414,085 and our working capital should
increase to a surplus of $1,557,146. So, we believe that our existing working
capital level should be able to support the on going operations of the Company
at its current activities level.

      The holders of the Promissory Note have not demanded repayment and on July
7, 2005 we filed a Form 8-K current report in pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 to announce that the Promissory Note was
amended and was now due and payable on December 31, 2005. All other terms and
conditions set forth in the Note remain in full force and effect and are
unaffected by this amendment. Also, it is our understanding from the holders of
the Promissory Note that their current and continuing intention is to convert
the Promissory Note into equity of the Company instead of demanding repayment.
As a result, we do not anticipate that the Promissory Note will create liquidity
issues for the Company for the rest of year within 2005.


                                                                              17
<PAGE>

NEW ACCOUNTING PRONOUNCEMENTS

      In January 2003, (as revised in December 2003) The Financial Accounting
Standards Board ("FASB") issued Interpretation No. 46(R), "Consolidation of
Variable Interest Entities", an interpretation of Accounting Research Bulletin
("ARB") No. 51, "Consolidated Financial Statements". Interpretation No. 46(R)
addresses consolidation by business enterprises of variable interest entities,
which have one or both of the following characteristics: (i) the equity
investment at risk is not sufficient to permit the entity to finance its
activities without additional subordinated support from other parties, which is
provided through other interest that will absorb some or all of the expected
losses of the entity; (ii) the equity investors lack one or more of the
following essential characteristics of a controlling financial interest: the
direct or indirect ability to make decisions about the entities activities
through voting rights or similar rights; or the obligation to absorb the
expected losses of the entity if they occur, which makes it possible for the
entity to finance its activities; the right to receive the expected residual
returns of the entity if they occur, which is the compensation for the risk of
absorbing the expected losses.

      Interpretation No. 46(R), as revised, also requires expanded disclosures
by the primary beneficiary (as defined) of a variable interest entity and by an
enterprise that holds a significant variable interest in a variable interest
entity but is not the primary beneficiary. Interpretation No. 46(R), as revised,
applies to small business issuers no later than the end of the first reporting
period that ends after December 15, 2004.

      This effective date includes those entities to which Interpretation 46 had
previously been applied. However, prior to the required application of
Interpretation No. 46(R), a public entity that is a small business issuer shall
apply Interpretation 46 or this Interpretation to those entities that are
considered to be special-purpose entities no later than as of the end of the
first reporting period that ends after December 15, 2003.

      Interpretation No. 46(R) may be applied prospectively with a
cumulative-effect adjustment as of the date on which it is first applied or by
restating previously issued financial statements for one or more years with a
cumulative-effect adjustment as of the beginning of the first year restated.

      In May 2003, the FASB issued SFAS No. 150, "Accounting For Certain
Financial Instruments with Characteristics of both Liabilities and Equity". SFAS
No. 150 changes the accounting for certain financial instruments with
characteristics of both liabilities and equity that, under previous
pronouncements, issuers could account for as equity. The new accounting guidance
contained in SFAS No. 150 requires that those instruments be classified as
liabilities in the balance sheet.

      SFAS No. 150 affects the issuer's accounting for three types of
freestanding financial instruments. One type is mandatorily redeemable shares,
which the issuing company is obligated to buy back in exchange for cash or other
assets. A second type includes put options and forward purchase contracts, which
involves instruments that do or may require the issuer to buy back some of its
shares in exchange for cash or other assets. The third type of instruments that
are liabilities under this Statement is obligations that can be settled with
shares, the monetary value of which is fixed, tied solely or predominantly to a
variable such as a market index, or varies inversely with the value of the
issuers' shares. SFAS No. 150 does not apply to features embedded in a financial
instrument that is not a derivative in its entirety.

      Most of the provisions of SFAS 150 are consistent with the existing
definition of liabilities in FASB Concepts Statement No. 6, "Elements of
Financial Statements". The remaining provisions of this Statement are consistent
with the FASB's proposal to revise that definition to encompass certain
obligations that a reporting entity can or must settle by issuing its own
shares. This Statement shall be effective for financial instruments entered into
or modified after May 31, 2003 and otherwise shall be effective at the beginning
of the first interim period beginning after June 15, 2003, except for
mandatorily redeemable financial instruments of a non-public entity, as to which
the effective date is for fiscal periods beginning after December 15, 2004.


                                                                              18
<PAGE>

      In November 2004, the FASB issued SFAS No. 151 "Inventory Costs". This
statement amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to
clarify the accounting for abnormal amounts of idle facility expense, freight,
handling costs, and wasted material (spoilage). In addition, this Statement
requires that allocation of fixed production overhead to the costs of conversion
be based on the normal capacity of the production facilities. The provisions of
this Statement will be effective for the Company beginning in 2005.

      In December 2004, the FASB issued SFAS No. 153, "Exchanges of Non-Monetary
Assets, an Amendment of Accounting Principles Board ("APB") No. 29". This
statement amends APB Opinion No. 29, "Accounting for Nonmonetary Transactions".
Earlier guidance had been based on the principle that exchanges of nonmonetary
assets should be based on the fair value of the assets exchanged and APB No. 29
included certain exceptions to this principle. However, FASB 153 eliminated the
specific exceptions for nonmonetary exchanges with a general exception rule for
all exchanges of nonmonetary assets that do not have commercial and economic
substance. A nonmonetary exchange has commercial substance only if the future
cash flows of the entity is excepted to change significantly as a result of the
exchange. This statement is effective for nonmonetary exchanges occurring in
fiscal periods beginning after June 15, 2005.

      In December 2004, the FASB issued a revised SFAS No. 123, Accounting for
Stock-Based Compensation, which supersedes APB opinion No. 25, Accounting for
Stock Issued to Employees, and its related implementation guidance. This
statement requires a public entity to recognize and measure the cost of employee
services it receives in exchange for an award of equity instruments based on the
grant-date fair value of the award (with limited exceptions). These costs will
be recognized over the period during which an employee is required to provide
service in exchange for the award - the requisite service period (usually the
vesting period). This statement also establishes the standards for the
accounting treatment of these share-based payment transactions in which an
entity exchanges its equity instruments for goods or services. It addresses
transactions in which an entity incurs liabilities in exchange for goods or
services that are based on the fair value of the entity's equity instruments or
that may be settled by the issuance of those equity instruments. This statement
shall be effective the first interim or annual reporting period that begins
after December 15, 2005 for small business public entities and nonpublic
companies.

      The implementations of the above pronouncements are not expected to have a
significant effect on the Company's consolidated financial statement
presentation or disclosure.

INFLATION

      Inflation has not had a material impact on our business.

CURRENCY EXCHANGE FLUCTUATIONS

      All of the Company's revenues and a majority of the expenses in 2004 were
denominated primarily in Renminbi ("RMB"), the currency of China. There can be
no assurance that RMB-to-U.S. dollar exchange rates will remain stable. A
devaluation of RMB relative to the U.S. dollar would adversely affect our
business, financial condition and results of operations. We do not engage in
currency hedging.


                                                                              19
<PAGE>

ITEM 7 FINANCIAL STATEMENTS

      The financial statements, together with the independent auditors' report
thereon, appears beginning on page F-1 of this report.

ITEM 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
       DISCLOSURES

      There was no change in our certifying accountant for the period of January
1, 2004 to December 31, 2004.

      On March 14, 2005, the accounting firm of Jimmy C. H. Cheung & Co.,
Certified Public Accountants (a member of Kreston International), 304 Dominion
Centre, 43 Queen's Road East, Hong Kong, was engaged to take over the audit
responsibilities from Epstein Weber & Conover, PLC, certified public accountant;
and Epstein Weber & Conover, PLC was dismissed on that same date.

      During the Company's two most recent fiscal years and any subsequent
interim period prior to the engagement of Jimmy C. H. Cheung & Co., Certified
Public Accountants, the Company has not consulted with Jimmy C. H. Cheung & Co.,
Certified Public Accountants, or any other auditor, regarding any accounting or
audit concerns, to include, but not by way of limitation, those stated in Item
304(a)(2) of Regulation S-B.

      During the Company's two most recent fiscal years and the subsequent
interim period through the date of dismissal, the Company is not aware of any
disagreements with its former accountant, whether resolved or not resolved, on
any matter of accounting principals or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved to said
accountants' satisfaction, would have caused it to make reference to the subject
matter of the disagreements(s) in connection with its report.

ITEM 8A CONTROLS AND PROCEDURES

      The Company maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed in the Company's Exchange
Act reports is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and that such information is
accumulated and communicated to the Company's management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure based closely on the definition of
"disclosure controls and procedures" in Rule 13a-15(c). The Company's disclosure
controls and procedures are designed to provide a reasonable level of assurance
of reaching the Company's desired disclosure control objectives. In designing
and evaluating the disclosure controls and procedures, management recognized
that any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives,
and management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures. The Company's
certifying officer has concluded that the Company's disclosure controls and
procedures are effective in reaching that level of assurance.

      As of the end of the period of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and the Company's
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures. Based on the foregoing, the
Company's Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures were effective.

ITEM 8B OTHER INFORMATION

      Not applicable.


                                                                              20
<PAGE>

                                    PART III

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

The following table sets forth the names and ages of our current directors and
executive officers, their principal offices and positions and the date each such
person became a director or executive officer of our company. Our executive
officers are elected annually by the Board of Directors. Our directors serve one
year terms until their successors are elected. The executive officers serve
terms of one year or until their death, resignation or removal by the Board of
Directors. There are no family relationships between any of the directors and
executive officers. In addition, there were no arrangements or understanding
between any executive officer and any other person pursuant to which any person
was selected as an executive officer. Currently, directors are not compensated
for serving on the Board of Directors. We have not established compensation or
executive committees. Currently, our entire board of directors serves as our
audit committee. Because of the small size of the Company and the risk attendant
to a small public company, we are currently unable to attract an audit committee
financial expert to our Board of Directors.

RESIGNATION OF DIRECTOR

      On December 20, 2004, subsequent to the Acquisition described in the
Section "History" of "ITEM 1 - DESCRIPTION OF BUSINESS", Art Malone, Jr.
resigned as the Company's Chief Executive Officer, Chief Financial Officer and
any other officer capacity. Mr. Malone resigned as a Director of the Company on
January 28, 2005.

      The resignations were not the result of any known disagreements with the
Company on any matter relating to the Company's operations, policies or
practices.

APPOINTMENT OF NEW DIRECTORS

      The Board of Directors, effective upon Mr. Malone's resignation on
December 20, 2004, appointed Jingan Wang as Chief Executive Officer and
President, Sanding Tao as Chief Financial Officer, and Xinwen Hou as Secretary
and a Director. The Board of Directors appointed the following persons to fill
the vacancies on the Board created by the resignations of the previous
directors:

      Jingan Wang
      Sanding Tao
      Junqi Zhang

BIOGRAPHIES OF OFFICERS AND DIRECTORS

Jingan Wang

      Mr. Jingan Wang, age 44, Chief Executive Officer of the Company, is the
founder and currently serves as President of Huifeng. Mr. Wang has over fifteen
years of experience in accounting and financial management area. Mr. Wang has
served as Accounting Supervisors and Chief Financial Officers for various
companies during his professional career. Before Mr. Wang founded Huifeng in
2000, he was the Chief Financial Officer for Wei Xing Enterprises from 1999 to
2000. Wei Xing Enterprises engages in the pharmaceutical business. Mr. Wang is
also a certified public accountant.


                                                                              21
<PAGE>

Sanding Tao

      Mr. Sanding Tao, age 36, Chief Financial Officer of the Company and of
Huifeng. Mr. Tao served as VP of Finance and CFO for various technology and
bio-tech firms before he joined Huifeng in 2003. From 1998 - 2000, Mr. Tao
served as Chief Financial Officer for Xian Lan Xi Science & Technology Inc.; and
from 2000 -2003, Mr. Tao served as Chief Financial Officer for Xian Xing Yi
Science & Technology Inc. Xian Lan Xi Science & Technology Inc. engages in the
ambulance modification business. Xian Xing Yi Science & Technology Inc. is a
trading company specializing in medical instruments. Mr. Tao is a graduate of
Chinese Southern Financial College.

Xinwen Hou

      Mr. Xinwen Hou, age 36,Director and Secretary of the Company, currently
also serves as Assistant to the President and as Company Secretary for Huifeng
Biochemistry Joint Stock Company ("Huifeng") in Xian, China. Mr. Hou held
various leadership positions in different public companies in China before he
joined Huifeng in January 2004. From 1997 - 2003, Mr. Hou served as Company
Secretary for De Li Bang Pharmaceutical Inc., which is listed on China's A share
stock exchange. He is also a reputable economist. He graduated from Xian
Transportation University with a major in Business Administration.

      The following table summarizes the information of the directors and
executive officers of our Company:

Name                Position                                Date Of Appointment
----                --------                                -------------------
Jingan Wang         Chief Executive Officer                 December 20, 2004
Sanding Tao         Chief Financial Officer                 December 20, 2004
Xinwen Hou          Director and Secretary                  December 20, 2004

INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Our articles of incorporation limit the liability of directors to the
maximum extent permitted by Nevada law. This limitation of liability is subject
to exceptions including intentional misconduct, obtaining an improper personal
benefit and abdication or reckless disregard of director duties. Our articles of
incorporation and bylaws provide that we may indemnify its directors, officer,
employees and other agents to the fullest extent permitted by law. Our bylaws
also permit us to secure insurance on behalf of any officer, director, employee
or other agent for any liability arising out of his or her actions in such
capacity, regardless of whether the bylaws would permit indemnification. We
currently do not have such an insurance policy.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted for our directors, officers and controlling 1934
persons pursuant to the foregoing provisions, or otherwise, we have been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

      CODE OF ETHICS

      We have recently adopted a Code of Ethics and Business Conduct authorizing
the establishment of a committee to ensure that our disclosure controls and
procedures remain effective. Our Code also defines the standard of conduct
expected by our officers, directors and employees. The Code is attached as an
exhibit to this report.


                                       22
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

      The executives of the Company received no compensation from the Company
for the fiscal year ending December 31, 2004. The Company currently has no
agreements for compensation of its executive, and has no stock option plan or
other equity compensation plan for its employees.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth certain information regarding beneficial
ownership of common stock as of June 15, 2005 by each person known to us to own
beneficially more than 5% of our common stock, each of our directors, each of
our named executive officers; and all executive officers and directors as a
group.

Name                    Position Held                 Shares Owned       % Owned
----                    -------------                 ------------       -------

Jingan Wang             Chief Executive Officer          37,299,843      39.85%
Sanding Tao             Chief Financial Officer           3,633,102       3.88%
Xinwen Hou              Director and Secretary            3,633,102       3.88%

All directors and executive officers as a group          44,566,047      47.61%

Xian Renfeng Investment Ltd. Co.                          9,284,593       9.92%

      The following table sets forth certain information regarding beneficial
ownership of common stock as of June 15, 2005 by each person known to us to own
beneficially more than 5% of our common stock, each of our directors, each of
our named executive officers; and all executive officers and directors as a
group assuming the conversion of the $1,900,000 Promissory Note into 10,465,725
shares of post 18 for 1 reverse split common stock.

Name                    Position Held                 Shares Owned       % Owned
----                    -------------                 ------------       -------

Jingan Wang             Chief Executive Officer           7,305,074      46.63%
Sanding Tao             Chief Financial Officer             201,839       1.29%

Xinwen Hou              Director and Secretary            1,248,412       7.97%
Zhang Junqi                                               1,046,573       6.68%
Wang Bijun                                                1,046,573       6.68%
Wang Zhilan                                               1,046,573      6.68.%
Wang Xugang                                               1,046,573       6.68%

All directors and executive officers as a group           8,755,325      55.89%

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The Company borrowed funds from Art Malone, Jr., its former sole officer
and director for payment of operating expenses. As a result, during the three
month period ended June 30, 2004 the Company issued 6,232,290 shares of its
common stock to him as repayment for his cash advances and reimbursement for his
services that had accumulated to an amount of approximately $350,000.


                                                                              23
<PAGE>

      During the three month period ended September 30, 2004, the Company
borrowed an additional $9,600 from Art Malone, Jr. Subsequent to the Acquisition
described in the Section "History" of "ITEM 1 - DESCRIPTION OF BUSINESS", Art
Malone, Jr. waived his claims on the $9,600 loan to the Company.

      The Company had advanced funds totaling $62,493 and $632,210 to
stockholders as of December 31, 2004 and 2003 respectively as short-term,
unsecured loans free of interest payment.

      The details of the short-term, interest free loans granted to individuals
as of December 31, 2003 and 2004 were as follows:

As of December 31, 2004

<TABLE>
<CAPTION>
Name of individual          Amount    Business purpose              Balance as of    Payment terms
                                                                    June 13, 2005
---------------------------------------------------------------------------------------------------------------
<S>                         <C>       <C>                                  <C>       <C>
Qiang Wang                  21,963    Advance: material purchase               --    Repaid

Bijun Wang                   1,950    Advance: material purchase               --    Repaid

Xugang Wang                 10,692    Advance: material purchase               --    Repaid

Gaishi Wang                  2,175    Advance: material purchase               --    Repaid

Penghui Fan                    783    Advance: material purchase              783    Repay upon end of business
                                                                                     trip
Yushan Li                      479    Advance: business trip                  479    Repay upon end of business
                                                                                     trip
Kangrang Ma                     74    Advance: business trip                   --    Repaid

Guochao Zhi                    298    Advance: business trip                   --    Repaid

Cunpu Ma                     1,207    Advance: business trip                1,207    Repay upon end of business
                                                                                     trip
Guozhen Shang                1,140    Advance: business trip                1,140    Repay upon end of business
                                                                                     trip
Bijun Wang                   4,831    Advance: material purchase            4,831    Repay upon complete of
                                                                                     purchase
Gengmin Tian                 6,818    Advance: business trip                6,818    Repay upon end of business
                                                                                     trip
Xiaogang Zhang              10,083    Advance: business trip               10,083    Repay upon end of business
                                                                                     trip
</TABLE>

As of December 31, 2003

<TABLE>
<CAPTION>
Name of individual          Amount    Business purpose              Balance as of    Payment terms
                                                                    June 13, 2005
---------------------------------------------------------------------------------------------------------------
<S>                        <C>        <C>                                      <C>   <C>
Qiang Wang                  15,991    Advance: material purchase               --    Repaid
Bijun Wang                  10,976    Advance: material purchase               --    Repaid
Xugang Wang                    163    Advance: material purchase               --    Repaid
Gaishi Wang                    117    Advance: material purchase               --    Repaid
Penghui Fan                  1,232    Advance: material purchase               --    Repaid
Yushan Li                      479    Advance: business trip                   --    Repaid
Naihui Wang                 92,156    Advance: material purchase               --    Repaid
Guochao Zhi                    298    Advance: business trip                   --    Repaid
Xi'an Runfeng Investing    243,249    Advance: business trip                   --    Repaid
Yonghong Ma                 16,030    Advance: business trip                   --    Repaid
Guozhen Shang                1,141    Advance: business trip                   --    Repaid
Shengwei Miao              250,378    Advance: business trip                   --    Repaid
</TABLE>


                                                                              24
<PAGE>

      The majority of these borrowings and short term loans are actually
advances to employees during the normal course of business. It is a normal
practice for Chinese companies to advance funds to employees for company
business purposes. Employees might have to travel throughout different provinces
in China to carry out their duties and from time to time, they need to pay on
behalf of the company (e.g. travel expenses, accommodations, entertainment or
make purchases for the Company). However, there is no widely accepted company
credit card system in much of China and therefore, the Company will advance
funds to employees for such purposes.

      Stockholders had also advanced funds totaling $193,433 and $32,772 to the
Company as of December 31, 2004 and 2003 respectively as short-term, unsecured
loans free of interest payment.

      The breakdown of the shareholders who advanced loans to our Company as of
December 31, 2003 and 2004 is as follows:

As of December 31, 2004

<TABLE>
<CAPTION>
Name of individual          Amount    Business purpose              Balance as of    Payment terms
                                                                    June 13, 2005
---------------------------------------------------------------------------------------------------------------
<S>                         <C>       <C>                                  <C>       <C>
Kangrang Ma                 15,991    Temporary borrowing                  15,991    July 2005
Heng Li                     10,976    Temporary borrowing                  10,976    End of June 2005
Xi'an Runfeng Investing        163    Temporary borrowing                     163    August 2005
</TABLE>

As of December 31, 2003

<TABLE>
<CAPTION>
Name of individual          Amount    Business purpose              Balance as of    Payment terms
                                                                    June 13, 2005
---------------------------------------------------------------------------------------------------------------
<S>                          <C>      <C>                                      <C>   <C>
Kangrang Ma                  9,079    Temporary borrowing                      --    Paid
</TABLE>

      The Company issued a Convertible Promissory Note of $1,900,000 to the
shareholders of Northwest; the Promissory Note is convertible in the Company's
sole discretion into 10,465,725 (post a one for eighteen reverse split and
provided that such reverse split has occured) shares to exchange for 70% of the
outstanding shares of Northwest. The Promissory Note was originally due on June
30, 2005 and has been extended to December 31, 2005. The Promissory Note accrues
interest at the rate of 5% per annum.

ITEM 13. EXHIBITS

3.1.        Articles of Incorporation (1)
3.2         By Laws (1)
3.3         Certificate of Amendment to Articles of Incorporation (2)
10.1        Stock Purchase Agreement dated as of December 20, 2004 by and among
            Art Malone, Jr., Zhi Lan Wang and Jun Lin (3)
10.2        Agreement and Plan of Reorganization dated as of December 20, 2004
            by and among Secured Data, Inc., Northwest Bio-Technic Inc., and the
            shareholders of Northwest Bio- Technic Inc.; and Convertible
            Promissory Note (3)


                                                                              25
<PAGE>

10.3.       Amendment No. 1 to the Convertible Promissory Note Due June 30, 2005
            (4)
31.1        Sarbanes Oxley Section 302 Certification of Chief Executive Officer
31.2        Sarbanes Oxley Section 302 Certification of Chief Financial Officer
32.1        Sarbanes Oxley Section 906 Certification of Chief Executive Officer
32.2        Sarbanes Oxley Section 906 Certification of Chief Financial Officer
99.1        Code of Ethics (2)

(1) Incorporated by reference from the Registration Statement on Form SB-2 filed
on or about July 28, 2000.
(2) Incorporated by reference from the Annual Report on Form 10-K filed on or
about June 20, 2005.
(3) Incorporated by reference from the Current Report on Form 8-K filed on or
about December 27, 2004.
(4) Incorporated by reference from the Current Report on Form 8-K filed on or
about July 7, 2005.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

AUDIT FEES

      The aggregate fees billed for each of the last two fiscal years for
professional services rendered by the principal accountant for our audit of
annual financial statements and review of financial statements included in our
Form 10-KSBs and 10-QSBs or services that are normally provided by the
accountant in connection with statutory and regulatory filings or engagements
for those fiscal years was:

2004: $ 20,000          - Jimmy C. H. Cheung & Co.

2003: $ 5,000           - Epstein, Weber & Conover, PLC

AUDIT-RELATED FEES

      For fiscal 2004 and 2003, the Company's auditors did not bill any fees for
assurance and related services that are reasonably related to the performance of
the audit or review of the Company's financial statements and are not reported
under "Audit Fees" above.

TAX FEES

      No fees were billed by the Company's auditors for professional services
for tax compliance, tax advice, and tax planning for fiscal 2004 and 2003,
respectively.

ALL OTHER FEES

      The aggregate fees billed in each of the last two fiscal years for the
products and services provided by the principal accountant, other than the
services reported in paragraph (1) was:

2004: $ 0               - Jimmy C. H. Cheung & Co.

2003: $ 3,350           - Epstein, Weber & Conover, PLC


                                                                              26
<PAGE>

AUDIT COMMITTEE

      The Company's Board of Directors acts as its audit committee, and it meets
prior to filing of any Form 10-QSB or 10-KSB to approve those filings. In
addition, the committee meets to discuss audit plans and anticipated fees for
audit and tax work prior to the commencement of that work. Approximately 100% of
all fees paid to our independent auditors for fiscal 2004 were pre-approved by
the audit committee.


                                                                              27
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned thereunto duly authorized.


Date: August 23, 2005                           By: /s/ Jingan Wang
                                                Chief Executive Officer

      Pursuant to the requirements of the Securities and Exchange Act of 1934,
this Report has been signed below by the following person on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE            TITLE                                                                   DATE
---------            -----                                                                   ----
<S>                  <C>                                                                     <C>


/s/ Jingan Wang      Chairman and Chief Executive Officer (Principal Executive Officer)      August 23, 2005


/s/ Sanding Tao      Chief Financial Officer (Principal Financial Officer)                   August 23, 2005


/s/ Xinwen Hou       Secretary, Director                                                     August 23, 2005
</TABLE>


                                                                              28