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

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

                                   FORM 10-KSB

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

                  For the 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)

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

 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              Number of Shares Outstanding as of
Equity Securities                   December 31, 2004
-------------------------------     ----------------------------------
Common Stock, $0.001 par value      93,604,958

      Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]


<PAGE>



ii

                                                     TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                      Page
                                                                                      ----
<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>


<PAGE>

      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.


<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,  in  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. As a result, the 7,229,601 shares of the common stock
of the Company sold represented  approximately  56.18% of the total  outstanding
stock  of the  Company.  Immediately  thereafter,  pursuant  to the  terms of an
Agreement  and  Plan of  Reorganization  dated  December  20,  2004  ("Northwest
Agreement"),  the  Company  initially  purchased  30% of the  common  shares  of
Northwest  BioTechnic Inc. ("NBTI"),  a British Virgin Islands  corporation,  in
exchange for 80,735,590  shares of the Company's  common stock  ("Acquisition").
The purchase  price for the remaining 70% of NBTI's common shares was $1,900,000
payable by the Company's  issuance of a promissory note  ("Promissory  Note") on
December 20, 2004 The Promissory Note may be convertible into 10,465,725 (post a
one for eighteen  reverse  split)  shares of the Company's  common  stock.  As a
result,  the  80,735,590  shares  of  the  common  stock  of  the  Company  sold
represented approximately 86.3% of the total outstanding stock of the Company.

         NBTI was  incorporated  in the British Virgin Islands on June 25, 2004.
NBTI operates through its wholly owned subsidiary,  Huifeng  Biochemistry  Joint
Stock Company  ("Huifeng"),  which is a joint venture company  established under
the laws of the PRC and is a company  engaging  in the  production  and sales of
plant extracts, biochemical products and pharmaceutical raw products in the PRC.

BUSINESS OVERVIEW

         SCRE,  through its wholly owned  subsidiary  NBTI, owns 100% of Huifeng
which 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 company in Xian city within two years after
establishment.   Huifeng  possesses  one  of  the  most  advanced  and  patented
Rutin-refining  technology in China and is a major Rutin  supplier for the world
market.

         Huifeng emphasized  technology and product innovation and its strategic
mission is to commercialize Chinese traditional medicine.  Our business missions
are:

                                       1
<PAGE>

         (a)      To obtain Good Manufacturing  Practice (GMP) certification for
                  Huifeng's manufacturing facilities for medicine production;

         (b)      To  build a raw  material  production  site  according  to GAP
                  standard;

         (c)      To build GLP standard (an international standard) laboratories
                  for advanced function of biological molecules  development and
                  production; and

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

OUR PRODUCTS

         Huifeng produces a series of Rutin and Rutin related products:

<TABLE>
<S>                                          <C>        <C>
         Pharmaceutical Intermediates        1.       NF11 Rutin (USP standard)
                                             2.       DAB8 BDAB9 BDAB10 BDAB11    Rutin    (German    Codex
                                                      Standard)
                                             3.       Troxerutin (farinaceous injection Boral application)
                                             4.       Quercetin, L-Rhamnone

         Pharmaceutical Material             1.       Venoruton (farinaceous injection Boral application)
                                             2.       Rutin
                                             3.       Berberine Hydrochloride
                                             4.       Matrine

         Plant Extracts                      1.       Hesperidin
                                             2.       Naringin
                                             3.       Epimedium Extract
                                             4.       Matrine
                                             5.       Puerorin
                                             6.       Siybun Marianum P.E
</TABLE>


         The chemical name of Rutin is rue glycoside  (Molecular formula:  C/27/
H/30/ O/163/ H/2O/) and it is a kind of plant extract.  It can inhibit  platelet
aggregation  and prevent  thrombosis.  It can also improves the  permeability of
capillary vessels, and has the properties of:

         1. Anti - inflammatory;

         2. Decreasing blood pressure and fat; and

         3. Mitigating cerebral hemorrhage.

         Also,  it  has  positive  effect  in  protecting   heart  and  cerebral
hemorrhage and ischemia-reperfusion  injury. It is widely used as a raw material
for the heart and  cerebral  blood  vessel  medicines as well as an additive for
cosmetics and functional  food. The demand for Rutin increases at an annual rate
of  approximately  30% due to the increased  demand for heart and cerebral blood
vessel  medicines  as  a  result  of  the  aging  population.  Furthermore,  the
improvement  in living  standards  in China  also  stimulates  the growth in the
demand for functional food and natural cosmetics.

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


                                       2
<PAGE>

            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   capability  of  the  plant  is  approximately  500
            tons/year

2.    Manufacturing plant located in Fenghui, Changan, Xian

      o     This production site is for the extraction and supplies of 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.

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.

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.

      The organization  structure of the sales and marketing team of Huifeng is:
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 the  distribution  and marketing  activities
that aim at strengthening  its ties with existing and new customers.  One of the
mostly  used  techniques  to expand its  distribution  network  and  develop new
customers is participating 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.


<PAGE>

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 does not face substantial  competitions  within China.
From time to time there are many small  domestic Rutin  manufacturers  but these
companies will not impose a threat to Huifeng's business expansion in China. The
major  competitor of Huifeng is Sichuan Xietong  Pharmaceutical  Company Limited
("Xietong").  However,  because of a lack of technological patents and the ready
access to raw materials,  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.

PRINCIPAL OFFICE

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

EMPLOYEES AND ORGANIZATION

As of December 31, 2004, 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 Huifeng will focus on:

      1.    Increasing the market share on Rutin in both the  international  and
            domestic markets;

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

      3.    Enlarging the organization and improving the production efficiency.

PATENTS AND INTELLECTUAL PROPERTIES

      Huifeng's  proprietary  technology  "Producing Rutin by Eliminating Enzyme
and Mucus" received Chinese national technology patent with a 10 year protection
period.

GOVERNMENT REGULATIONS

      Chinese  government  requires all medicine and medicinal  products related
manufacturers to obtain GMP certification on their pharmaceutical  manufacturing
facilities.   Huifeng  obtained  GMP  certification  from  relevant   government
regulatory in January 1, 2005


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.


                                       3
<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 an 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 March 25, 2005, there were  approximately 103 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.


                                       4
<PAGE>

BID PRICES FOR THE REPORTING PERIOD

<TABLE>
<CAPTION>
    Year                             Period                                 High                Low
    ----                             ------                                 ----                ---
<S>            <C>                                                         <C>                <C>
    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 (through March 21, 2005)                       $0.160             $0.050
</TABLE>

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.

ITEM 6        MANAGEMENT'S DISCUSSIONS 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.  As a result,  the  7,229,601  shares of the
common stock of the Company sold represented  approximately  56.18% of the total
outstanding stock of the Company.  Immediately thereafter,  On December 20, 2004
SCRE completed a Northwest  Agreement,  of which the Company initially purchased
30% of the  common  shares  of NBTI in  exchange  for  80,735,590  shares of the
Company's common stock ("Acquisition"). The purchase price for the remaining 70%
of NBTI's common shares was  $1,900,000  payable by the Company's  issuance of a
promissory note ("Promissory Note") on December 20, 2004 The Promissory Note may
be convertible into 10,465,725 (post a one for eighteen reverse split) shares of
the Company's  common stock.  As a result,  the 80,735,590  shares of the common
stock  of  the  Company  sold  represented  approximately  86.3%  of  the  total
outstanding  stock of the Company.  The Exchange  resulted in a change of voting
control of the Company.



                                       5
<PAGE>

      NBTI was incorporated in the British Virgin Islands on June 25, 2004. 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 for SCRE and its subsidiaries  and financial  activity of NBTI prior
to the acquisition. We will continue the business operations conducted by NBTI.

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.



                                       6
<PAGE>

      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.

                                              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             (36.88%)               (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                                        (28.98%)               (0.84%)

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

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 Rutin related products.  The increase in demand for Rutin related products in
China created a substantial  market for Rutin and resulted in increased in sales
of our Rutin products in 2004.

      Cost of revenues for the year ended December 31, 2004 were  $2,235,189,  a
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  cost of sales of our
products  was because of our  increase in sales  revenue in 2004.  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 $914,056 for the year ended
December  31,  2004,  an increase of  $872,327  from  $41,729 for the year ended
December  31,  2003.  The  increase in general and  administrative  expenses was
mainly due to  increase  in  $353,613  general  and  administrative  expenses in
Huifeng of as a result of increase  business  activities  and $518,714  expenses
from listing company level that has not incurred in 2003.



                                       7
<PAGE>

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.  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.

      In the year ended December 31, 2004, our cash used in operating activities
amounted to $1,025,077,  mainly to due the net loss in the current year amounted
to  $718,444.  Also,  in the current  year,  inventories  and other  receivables
increased by $405,019 and $236,920, respectively. In the year ended December 31,
2004, cash flow from investing  activities  amounted to $35,642.  Cash flow from
financing activities amounted to $1,061,143,  mainly due to decrease in due from
shareholders of $569,717.

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

Working Capital

      Our working capital deficit amounted to $342,854 at December 31, 2004.

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.


                                       8
<PAGE>

         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
involve  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.

      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 expected 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.


                                       9
<PAGE>

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.

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
Accountants; 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 accountants,  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-14(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.



                                       10
<PAGE>

      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.

                                    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

      However,  the appointments of Jingan Wang, Sanding Tao and Junqi Zhang are
subject to a 10-day period pending Securities and Exchange  Commission  approval
of an  Information  Statement  filed on December 29, 2004 pursuant to Rule 14f-1
promulgated under the Securities Exchange Act of 1934.



                                       11
<PAGE>

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. In 2004, he was awarded "the Entrepreneur of the Year" by the Xian Hi Tech
Development Zone. Mr. Wang is also a certified public accountant.

      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. 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

      The Company has not yet adopted a code of ethics,  but intends to do so in
the very immediate future.



                                       12
<PAGE>

ITEM 10.      EXECUTIVE COMPENSATION

      The executives of the Company  received no  compensation  from the Company
for the fiscal year ending  December  31,  2005.  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 April 13, 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.

<TABLE>
<CAPTION>
Name                    Position Held                                               Shares Owned       % Owned
----                    -------------                                               ------------       -------
<S>                     <C>                                                           <C>             <C>
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%
Xian Renfeng Investment Ltd. Co.                                                        9,284,593       9.92%

All directors and executive officers as a group                                        44,566,047      47.61%
</TABLE>

ITEM 12.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTION

      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.

      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.

      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 Company  issued a  Convertible  Promissory  Note of  $1,900,000 to the
shareholders of Northwest;  the Note is convertible  into 10,465,725 (post a one
for eighteen reverse split) shares to exchange for 70% of the outstanding shares
of Northwest.

ITEM 13.      EXHIBITS

3.1.     Articles of Incorporation (1) 3.2 By Laws (1)

3.3      Certificate of Amendment to Articles of Incorporation

10.1     Stock Purchase Agreement dated as of December 20, 2004 by and among Art
         Malone, Jr., Zhi Lan Wang and Jun Lin (2)

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 (2)



                                       13
<PAGE>

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

(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 current report on form 8-K filed on or
about December 27, 2004.

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: $ 40,000   -   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

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 are  pre-approved by the audit
committee.


                                       14
<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:  April 15, 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)      April 15, 2005

/s/ Sanding Tao              Chief Financial Officer (Principal Financial Officer)                   April 15, 2005

/s/ Xinwen Hou               Secretary, Director                                                     April 15, 2005
</TABLE>


                                       15


                               SECURED DATA, INC.
                                AND SUBSIDIARIES

                              FINANCIAL STATEMENTS
                     AS OF DECEMBER 31, 2004 (CONSOLIDATED)


<PAGE>

                       SECURED DATA, INC. AND SUBSIDIARIES

                                    CONTENTS

<TABLE>
<CAPTION>
                                                                                     Pages
------------------------------------------------------------------------------------------
<S>                                                                                   <C>
Report of Independent Registered Public Accounting Firm                                F-1
------------------------------------------------------------------------------------------
Balance Sheet as of December 31, 2004 (Consolidated)                                   F-2
------------------------------------------------------------------------------------------
Statements of Operations and Comprehensive loss for the years ended December 31, 2004
(Consolidated) and 2003                                                                F-3
------------------------------------------------------------------------------------------
Statements of Stockholders' Equity for the years ended December 31, 2004 (Consolidated)
and 2003                                                                               F-4
------------------------------------------------------------------------------------------
Statements of Cash Flows for the years ended December 31, 2004 (Consolidated)
and 2003                                                                               F-5
------------------------------------------------------------------------------------------
Notes to Consolidated Financial Statements as of December 31, 2004              F-6 - F-13
------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

[LOGO]

Jimmy C.H. Cheung & Co
Certified Public Accountants
(A member of Kreston International)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of:
Secured Data, Inc. and Subsidiaries

We have  audited  the  accompanying  balance  sheet of Secured  Data,  Inc.  and
subsidiaries as of December 31, 2004  (consolidated)  and the related statements
of operations and comprehensive  loss, changes in stockholders'  equity and cash
flows for the years ended  December  31,  2004  (consolidated)  and 2003.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits of the financial statements provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of Secured  Data,  Inc.  and
subsidiaries,  as of December  31, 2004  (consolidated),  and the results of its
operations   and  its  cash  flows  for  the  years  ended   December  31,  2004
(consolidated)  and 2003, in conformity  with  accounting  principles  generally
accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will  continue as a going  concern.  As discussed in Note 12 to
the consolidated  financial statements,  the Company had a net loss of $718,444,
an  accumulated  deficit  of  $2,532,812  and a working  capital  deficiency  of
$342,854  and  used  cash in  operations  of  $1,025.077.  These  factors  raise
substantial doubt about its ability to continue as a going concern. Management's
plans  concerning  this matter are also  described in Note 12. The  accompanying
consolidated  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty.

JIMMY C.H. CHEUNG & CO
Certified Public Accountants

Hong Kong

Date: April 12, 2005

         304 Dominion Centre, 43 Queen's Road East, Wanchai, Hong Kong
 Tel: (852) 25295500 Fax: (852) 28651067 Email: jchc@krestoninternational.com.hk
                      Website: http://www.jimmycheungco.com


                                      F-1
<PAGE>

                       SECURED DATA, INC. AND SUBSIDIARIES
                                  BALANCE SHEET
                     AS OF DECEMBER 31, 2004 (CONSOLIDATED)

<TABLE>
<CAPTION>
                                     ASSETS
                                                                              2004
                                                                          -----------
<S>                                                                       <C>

CURRENT ASSETS
    Cash and cash equivalents                                             $   167,511
    Accounts receivable, net of allowances                                    104,144
    Inventories, net                                                        1,302,025
    Due from stockholders                                                      62,493
    Other receivables                                                         335,058
                                                                          -----------
        Total Current Assets                                                1,971,231

PROPERTY AND EQUIPMENT, NET                                                   879,503

LAND USE RIGHTS, NET                                                          133,974

OTHER ASSETS
    Investment in affiliate                                                    31,190
                                                                          -----------
TOTAL ASSETS                                                              $ 3,015,898
                                                                          ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable                                                      $    56,454
    Other payables and accrued expenses                                       145,191
    Value added tax payables                                                   12,323
    Income tax and other tax payables                                           6,684
    Convertible note payable                                                1,900,000
    Due to stockholders                                                       193,433
                                                                          -----------
                                                                          -----------
        Total Current Liabilities                                           2,314,085
                                                                          -----------

COMMITMENTS AND CONTINGENCIES                                                      --

MINORITY INTEREST                                                              58,915
                                                                          -----------

STOCKHOLDERS' EQUITY
    Preferred stock, $0.001 par value, 5,000,000 shares authorized,
        none issued and outstanding                                                --
    Common stock, $0.001 par value, 100,000,000 shares authorized,
        93,604,958 shares issued and outstanding                               93,605
    Additional paid-in capital                                              3,082,105
    Retained earnings (deficit)
      Unappropriated                                                       (2,540,062)
      Appropriated                                                              7,250
                                                                          -----------
        Total Stockholders' Equity                                            642,898
                                                                          -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                $ 3,015,898
                                                                          ===========
</TABLE>


    The accompanying notes are an integral part of these financial statements


                                      F-2
<PAGE>

                       SECURED DATA, INC. AND SUBSIDIARIES
                 STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
          FOR THE YEARS ENDED DECEMBER 31, 2004 (CONSOLIDATED) AND 2003

<TABLE>
<CAPTION>
                                                                                                         2004
                                                                                                (Consolidated)            2003
                                                                                                  ------------    ------------
<S>                                                                                               <C>             <C>
NET SALES                                                                                         $  2,478,763    $    715,859

COST OF SALES                                                                                       (2,235,189)       (683,430)
                                                                                                  ------------    ------------

GROSS PROFIT                                                                                           243,574          32,429
                                                                                                  ------------    ------------

OPERATING EXPENSES
    Selling expenses and distribution expenses                                                          41,569          49,833
    General and administrative expenses                                                                914,056          41,729
    Depreciation and amortization                                                                        9,012           5,543
                                                                                                  ------------    ------------
           Total Operating Expenses                                                                    964,637          97,105
                                                                                                  ------------    ------------

LOSS FROM OPERATIONS                                                                                  (721,063)        (64,676)

OTHER INCOME (EXPENSES)
    Equity in loss of affiliate                                                                           (211)             --
    Interest income, net                                                                                 1,260          51,762
    Other income, net                                                                                      711             272
                                                                                                  ------------    ------------
           Total Other Income                                                                            1,760          52,034

                                                                                                  ------------    ------------
LOSS FROM OPERATIONS BEFORE TAXES AND MINORITY INTEREST                                               (719,303)        (12,642)

INCOME TAX EXPENSE                                                                                      (7,503)             --

MINORITY INTEREST                                                                                        8,362           6,606
                                                                                                  ------------    ------------

NET LOSS                                                                                              (718,444)         (6,036)

OTHER COMPREHENSIVE  LOSS
    Foreign currency translation loss                                                                       --              --
                                                                                                  ------------    ------------

COMPREHENSIVE LOSS                                                                                $   (718,444)   $     (6,036)
                                                                                                  ============    ============

Net loss per share-basic and diluted                                                              $      (0.01)   $         --
                                                                                                  ============    ============

Weighted average number of shares outstanding during the year-
    basic and diluted                                                                               81,123,434      80,235,590
                                                                                                  ============    ============
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                      F-3
<PAGE>

                       SECURED DATA, INC. AND SUBSIDIARIES
                       STATEMENTS OF STOCKHOLDERS' EQUITY
          FOR THE YEARS ENDED DECEMBER 31, 2004 (CONSOLIDATED) AND 2003


<TABLE>
<CAPTION>
                                                                                                     Additional  Unappropriated
                                                 Preferred Stock             Common Stock               paid-in        retained
                                             Shares         Amount       Shares         Amount          capital         deficit
                                           -----------   -----------   -----------   -----------    -----------    ------------
<S>                                        <C>           <C>            <C>          <C>            <C>            <C>
Balance at January 1, 2003                               $        --    80,735,590   $    80,736    $ 4,446,260    $(1,808,415)

Net loss for the year                                             --            --            --             --         (6,036)
                                           -----------   -----------   -----------   -----------    -----------    -----------
Balance at December 31, 2003                        --            --    80,735,590        80,736      4,446,260     (1,814,451)

Net loss for the year                                             --            --            --             --       (718,444)

Transfer from retained earnings to
    statutory and staff welfare reserves                          --            --        (7,167)         7,167             --

Recapitalization                                                  --    12,869,368        12,869     (1,364,155)            --
                                           -----------   -----------   -----------   -----------    -----------    -----------
Balance at December 31, 2004
(consolidated)                                      --   $        --    93,604,958   $    93,605    $ 3,082,105    $(2,540,062)
                                           -----------   -----------   -----------   -----------    -----------    -----------
<CAPTION>
                                            Appropriated
                                                retained
                                                earnings      Total
                                             -----------   -----------
<S>                                          <C>             <C>
Balance at January 1, 2003                   $        83     2,718,664

Net loss for the year                                 --        (6,036)
                                             -----------   -----------
Balance at December 31, 2003                          83     2,712,628

Net loss for the year                                 --      (718,444)

Transfer from retained earnings to
    statutory and staff welfare reserves

Recapitalization                                      --    (1,351,286)
                                             -----------   -----------
Balance at December 31, 2004
(consolidated)                               $     7,250       642,898
                                             -----------   -----------

</TABLE>


    The accompanying notes are an integral part of these financial statements



                                      F-4
<PAGE>

                       SECURED DATA, INC. AND SUBSIDIARIES
                            STATEMENTS OF CASH FLOWS
          FOR THE YEARS ENDED DECEMBER 31, 2004 (CONSOLIDATED) AND 2003

<TABLE>
<CAPTION>
                                                                   2004
                                                           (Consolidated)          2003
                                                             -----------    -----------
<S>                                                          <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                                 $  (718,444)   $    (6,036)
    Adjusted to reconcile net loss to cash provided
       by (used in) operating activities:
       Depreciation and amortization - cost of sales              85,085         72,185
       Depreciation and amortization                               9,012             --
       Equity in loss of affiliate                                   211             --
       Minority interest                                          (8,362)        (6,606)
    Changes in operating assets and liabilities
       (Increase) decrease in:
       Accounts receivable, net                                  122,023       (178,863)
       Inventories, net                                         (405,019)       319,450
       Other receivables                                        (236,920)       (69,131)
       Increase (decrease) in:
       Accounts payable                                            7,194        (15,876)
       Other payables and accrued expenses                       101,234        (24,423)
       Value added tax payables                                   12,323             --
       Income tax and other taxes payable                          6,586             --
                                                             -----------    -----------
       Net cash (used in) provided by operating activities    (1,025,077)        90,700
                                                             -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
    Decrease in notes receivable                                 506,774             --
    Purchase of property and equipment                          (305,070)       (19,134)
    Investment in affiliate                                      (31,401)            --
    Acquisition of land use rights                              (134,661)            --
                                                             -----------    -----------
       Net cash provided by (used in) investing activities        35,642        (19,134)
                                                             -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
    Increase in note payable                                    (241,642)            --
    Decrease (increase) in due from stockholders                 569,717       (133,421)
    Issuances of common stock in recapitalization                548,714         59,806
    Increase (decrease) in due to stockholders                   184,354        (99,317)
                                                             -----------    -----------
       Net cash provided by (used in) financing activities     1,061,143       (172,932)
                                                             -----------    -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS              71,708       (101,366)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                    95,803        197,169
                                                             -----------    -----------

CASH AND CASH EQUIVALENTS AT END OF YEAR                     $   167,511    $    95,803
                                                             ===========    ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid during the year for:
    Income taxes                                             $    (7,503)   $        --
                                                             ===========    ===========

    Interest expenses                                        $        --    $    (2,152)
                                                             ===========    ===========
</TABLE>

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

During 2004,  the Company issued  80,735,590  shares of common stock with a fair
value of $17,761,830 for 30% of the common stock of Northwest.

During 2004, the Company issued a Convertible  Promissory Note of $1,900,000 for
70% of the common stock of Northwest.

    The accompanying notes are an integral part of these financial statements


                                      F-5
<PAGE>

                       SECURED DATA, INC. AND SUBSIDIARIES
                        NOTES TO THE FINANCIAL STATEMENTS
                     AS OF DECEMBER 31, 2004 (CONSOLIDATED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

     (A)  Organization

          Secured Data, Inc.  ("Secured  Data") is a US listed company which was
          incorporated in Nevada on March 16, 2000 under the name Enternet, Inc.
          On May 23, 2002, the Articles of Incorporation  were amended to change
          the name of the Company to Secured Data, Inc.

          Northwest  Bio-Technic  Inc.  ("Northwest")  was  incorporated  in the
          British  Virgin  Islands  ("BVI")  on  June  25,  2004.  Xian  Huifeng
          Biochemistry  Joint-Stock Company Limited ("Huifeng Biochemistry") was
          incorporated in the People's  Republic of China ("PRC") on January 20,
          2000 as a company with limited  liabilities and was  restructured as a
          joint stock company on September 29, 2002 under the laws of the PRC.

          Huifeng Biochemistry produces plant extracts and bio-chemical products
          used as pharmaceutical  raw materials in the PRC. Most of its products
          are distributed within the PRC and some European countries.

          On August  23,  2001,  Huifeng  Biochemistry  established  a 70% owned
          subsidiary,  Xian Huifeng  Biochemistry  Engineering  Company  Limited
          ("Huifeng  Engineering")  in the  PRC  with a  registered  capital  of
          $265,778. The subsidiary has no operations since its incorporation.

          On June 16, 2004 Huifeng  Biochemistry  acquired an 86.7%  interest in
          Baoji Jinsen  Pharmaceutical  Company  Limited,  later renamed to Xian
          Huifeng Pharmaceutical Company Limited ("Huifeng  Pharmaceutical"),  a
          limited  liability  company in the PRC. On November  10, 2004  Huifeng
          Pharmaceutical  increased  its  registered  capital  from  $181,159 to
          $603,865.  The increased  registered capital was fully subscribed by a
          stockholder of the Company, diluting the Company's interest in Huifeng
          Pharmaceutical from 86.7% to 26%.

          During 2004,  Huifeng  Biochemistry's  shareholders  exchanged 100% of
          their  ownership  of  Huifeng   Biochemistry  for  500,000  shares  of
          Northwest under a reorganization plan. The transfer has been accounted
          for as a  reorganization  of  entities  under  common  control  as the
          companies   were   beneficially   owned   by   principally   identical
          shareholders and share common management.

          On December  20,  2004,  pursuant  to a Stock  Purchase  Agreement,  a
          Secured Data  shareholder sold 7,229,601 shares in Secured Data to two
          Northwest  shareholders for $300,000.  On the same date,  Secured Data
          entered  into  an  Agreement  and  Plan  of  Reorganization  with  the
          shareholders  of Northwest to exchange 30% of Northwest's  outstanding
          shares  for  80,735,590  shares of  Secured  Data.  In  addition,  the
          Agreement  calls for Secured  Data to issue a  Convertible  Promissory
          Note for $1,900,000 that is convertible  into  10,465,725  (post a one
          for eighteen  reverse  split) shares of Secured Data for the remaining
          70% of Northwest.  As of April 11, 2005, the Convertible  Note has not
          been exercised.

          The  exchange  of  shares  with  Northwest  and  the  issuance  of the
          Convertible  Promissory  Note to Northwest `s  shareholders  have been
          accounted for as a reverse  acquisition  under the purchase  method of
          accounting since the shareholders of the Northwest obtained control of
          the consolidated entity ("Secured Data").  Accordingly,  the merger of
          Secured Data and Northwest has been recorded as a recapitalization  by
          Northwest,  with Northwest being treated as the continuing entity. The
          financial  statements have been prepared as if the  reorganization had
          occurred retroactively.  Secured Data, Northwest, Huifeng Biochemistry
          and Huifeng  Engineering are hereafter referred to as (the "Company").
          The  transactions  were treated for  accounting  purposes as a capital
          transaction   and   recapitalization   by  the   accounting   acquirer
          ("Northwest")  and  as a  reorganization  by the  accounting  acquiree
          ("Secured Data").

          Accordingly, the financial statements include the following:

          (1)  Thebalance  sheet  consists of the net assets of the  acquirer at
               historical  cost and the net assets of the acquiree at historical
               cost.

          (2)  The  statement  of  operations  includes  the  operations  of the
               acquirer  for the periods  presented  and the  operations  of the
               acquiree from the date of the merger.



                                      F-6
<PAGE>

                       SECURED DATA, INC. AND SUBSIDIARIES
                        NOTES TO THE FINANCIAL STATEMENTS
                     AS OF DECEMBER 31, 2004 (CONSOLIDATED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (CONTINUED)

     (B)  Use of estimates

          The  preparation  of  the  financial  statements  in  conformity  with
          generally accepted  accounting  principles requires management to make
          estimates and  assumptions  that affect the reported  amount of assets
          and liabilities and disclosure of contingent assets and liabilities at
          the date of the  financial  statements  and the  reported  amounts  of
          revenues and expenses  during the  reporting  period.  Actual  results
          could differ from those estimates.

     (C)  Principles of consolidation

          The accompanying 2004 consolidated  financial  statements  include the
          accounts of Secured Data and its 100% owned subsidiary Northwest, 100%
          owned subsidiary  Huifeng  Biochemistry,  70% owned subsidiary Huifeng
          Engineering and 86.7% owned subsidiary Huifeng Pharmaceutical from the
          date of its  acquisition  on June 16, 2004 to the date of its dilution
          in November  10, 2004.  The Company  accounts  for its  investment  in
          Huifeng  Pharmaceutical  from  November  11, 2004 to December 31, 2004
          under the equity method of accounting. The accompanying 2003 financial
          statements  include the accounts of Huifeng  Biochemistry  and its 70%
          owned subsidiary Huifeng Engineering. Minority interest represents the
          minority shareholders'  proportionate share of Huifeng Engineering and
          Huifeng  Pharmaceutical.  All significant  inter-company  balances and
          transactions have been eliminated in consolidation.

     (D)  Cash and cash equivalents

          For purpose of the statements of cash flows, cash and cash equivalents
          include cash on hand and demand  deposits  with a bank with a maturity
          of three months or less.

     (E)  Accounts receivable

          The Company extends  unsecured credit to its customers in the ordinary
          course of business but  mitigates the  associated  risks by performing
          credit checks and actively  pursuing  past due accounts.  An allowance
          for  doubtful   accounts  is   established   and  recorded   based  on
          managements'  assessment  of the credit  history with the customer and
          current  relationships  with them. As of December 31, 2004 the Company
          considers  all  its  accounts  receivable  to be  collectable  and  no
          provision  for  doubtful  accounts  has  been  made  in the  financial
          statements.

     (F)  Inventories

          Inventories  are  stated at the lower of cost or  market  value,  cost
          being determined on a first in, first out method. The Company provides
          for  inventory  allowances  based on excess and  obsolete  inventories
          determined principally by customer demand.

     (G)  Property and equipment

          Property  and   equipment  are  stated  at  cost,   less   accumulated
          depreciation.   Expenditures   for   additions,   major  renewals  and
          betterments  are  capitalized  and  expenditures  for  maintenance and
          repairs are charged to expense as incurred.

          Depreciation  is provided on a  straight-line  basis,  less  estimated
          residual value over the assets'  estimated useful lives. The estimated
          useful lives are as follows:

          Plant and machinery                        10 Years
          Motor vehicles                             10 Years
          Furniture, fixtures and equipment           5 Years

          Land use rights are stated at cost, less accumulated amortization. The
          land use rights are amortized over the term of the relevant  rights of
          50 years from the date of acquisition.



                                      F-7
<PAGE>

                       SECURED DATA, INC. AND SUBSIDIARIES
                        NOTES TO THE FINANCIAL STATEMENTS

                     AS OF DECEMBER 31, 2004 (CONSOLIDATED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (CONTINUED)

     (H)  Long-lived assets

          The Company  accounts for  long-lived  assets under the  Statements of
          Financial  Accounting  Standards  Nos.  142  and 144  "Accounting  for
          Goodwill and Other  Intangible  Assets" and "Accounting for Impairment
          or  Disposal  of  Long-Lived  Assets"  ("SFAS No.  142 and  144").  In
          accordance with SFAS No. 142 and 144, long-lived assets,  goodwill and
          certain  identifiable  intangible  assets held and used by the Company
          are   reviewed   for   impairment   whenever   events  or  changes  in
          circumstances indicate that the carrying amount of an asset may not be
          recoverable.   For  purposes  of  evaluating  the   recoverability  of
          long-lived assets,  goodwill and intangible assets, the recoverability
          test is performed using  undiscounted  net cash follows related to the
          long-lived assets.

     (I)  Fair value of financial instruments

          Statement of Financial Accounting Standards No. 107, "Disclosure About
          Fair Value of Financial  Instruments,"  requires  certain  disclosures
          regarding  the fair value of  financial  instruments.  Trade  accounts
          receivable, accounts payable, and accrued liabilities are reflected in
          the  financial  statements  at fair value  because  of the  short-term
          maturity of the instruments.

     (J)  Revenue recognition

          The  Company  recognizes  revenue  upon  delivery  or  shipment of the
          products,  at which time title passes to the customer  provided  that:
          there are no uncertainties  regarding customer acceptance;  persuasive
          evidence  of an  arrangement  exists;  the  sales  price  is  fixed or
          determinable; and collectability is deemed probable.

     (K)  Income taxes

           The  Company  accounts  for  income  taxes  under  the  Statement  of
           Financial Accounting Standards No. 109, "Accounting for Income Taxes"
           ("Statement  109").  Under  Statement  109,  deferred  tax assets and
           liabilities   are  recognized   fort  the  future  tax   consequences
           attributable to differences  between the financial statement carrying
           amounts of existing assets and  liabilities and their  respective tax
           bases. Deferred tax assets and liabilities are measured using enacted
           tax rates  expected to apply to taxable  income in the years in which
           those temporary  differences are expected to be recovered or settled.
           Under   Statement   109,  the  effect  on  deferred  tax  assets  and
           liabilities  of a change in tax rates is  recognized in income in the
           period that included the enactment date.

           PRC  income  tax is  computed  according  to the  relevant  laws  and
           regulations in the PRC. The Company's  subsidiaries  being registered
           as a new and high technology  enterprise is entitled to an income tax
           reduction.  According to the document of  reductions  approved by the
           local tax bureau,  the income tax rate was  reduced  from 33% to 15%.
           The  income  tax  expenses  for  2004  and 2003  were  $7,503  and $0
           respectively.

     (L)  Foreign currency translation

          The  functional  currency  of  the  Company  is the  Chinese  Renminbi
          ("RMB").  Transactions  denominated  in currencies  other than RMB are
          translated into United States dollars using year end exchange rates as
          to assets and  liabilities  and average  exchange rates as to revenues
          and expenses.  Capital  accounts are  translated  at their  historical
          exchange rates when the capital  transaction  occurred.  Net gains and
          losses  resulting from foreign  exchange  translations are included in
          the  statements  of  operations  and  stockholder's  equity  as  other
          comprehensive income (loss). Cumulative translation adjustment amounts
          were  insignificant  at and for the years ended  December 31, 2004 and
          2003.


                                      F-8
<PAGE>

                       SECURED DATA, INC. AND SUBSIDIARIES
                        NOTES TO THE FINANCIAL STATEMENTS

                     AS OF DECEMBER 31, 2004 (CONSOLIDATED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (CONTINUED)

     (M)  Comprehensive loss

          The  foreign   currency   translation  gain  or  loss  resulting  from
          translation  of the  financial  statements  expressed in RMB to United
          States  Dollar  is  reported  as  other   comprehensive  loss  in  the
          statements  of  operations  and   stockholders'   equity.   Cumulative
          translation adjustment amounts were insignificant at and for the years
          ended December 31, 2004 and 2003.

     (N)  Loss per share

          Basic loss per share is computed by dividing loss  available to common
          shareholders   by  the  weighted   average  number  of  common  shares
          outstanding  during the period.  Diluted  income per share is computed
          similar  to basic  loss per  share  except  that  the  denominator  is
          increased to include the number of additional common shares that would
          have been  outstanding if the potential  common shares had been issued
          and if the  additional  common  shares  were  dilutive.  There  are no
          potentially dilutive securities for 2004 and 2003.

     (O)  Segments

          The  Company  operates  in  only  one  segment,   thereafter   segment
          disclosure is not presented.

     (P)  Recent Accounting Pronouncements

          Statement  of  Financial   Accounting   Standards  ("SFAS")  No.  151,
          "Inventory Costs - an amendment of ARB No. 43, Chapter 4 SFAS No. 152,
          "Accounting for Real Estate  Time-Sharing  Transactions - an amendment
          of FASB  Statements  No.  66 and 67,"  SFAS  No.  153,  "Exchanges  of
          Non-monetary  Assets - an  amendment  of APB Opinion No. 29," and SFAS
          No. 123 (revised 2004),  "Share-Based  Payment," were recently issued.
          SFAS  No.  151,  152,  153  and 123  (revised  2004)  have no  current
          applicability  to the  Company  and have no  effect  on the  financial
          statements.


2.   ACCOUNTS RECEIVABLE

     Accounts receivable at December 31, 2004 consisted of the following:

                                                                       2004
                                                                   --------

     Accounts receivable                                           $104,144
     Less: allowance for doubtful accounts                               --
                                                                   --------
     Accounts receivable, net                                      $104,144
                                                                   ========

     As of December  31,  2004 and 2003,  the Company  considered  all  accounts
     receivable  collectable  and has not  recorded  a  provision  for  doubtful
     accounts.


                                      F-9
<PAGE>

                      SECURED DATA, INC. AND SUBSIDIARIES
                       NOTES TO THE FINANCIAL STATEMENTS

                     AS OF DECEMBER 31, 2004 (CONSOLIDATED)

3.   INVENTORIES

     Inventories at December 31, 2004 consisted of the following:

                                                                       2004
                                                                 ----------

     Raw materials                                               $1,047,780
     Work-in-progress                                                11,917
     Finished goods                                                 242,327
                                                                 ----------
                                                                  1,302,025
     Less: provision of obsolescence                                     --
                                                                 ----------
                                                                 $1,302,025
                                                                 ==========

     For the year ended December 31, 2004 and 2003, the Company did not have any
     obsolete inventories.

4.   PROPERTY AND EQUIPMENT

     The following is a summary of property and equipment at December 31, 2004:

                                                                          2004
                                                                    ----------

     Plant and machinery                                            $  769,476
     Motor vehicles                                                     87,262
     Furniture and office equipment                                     20,251
     Construction in progress                                          286,038
                                                                    ----------
                                                                     1,163,027
     Less: accumulated depreciation                                    283,525
                                                                    ----------
     Property and equipment, net                                    $  879,503
                                                                    ==========

     Depreciation  expenses for the years ended  December 31, 2004 and 2003 were
     $93,411 and $72,185 respectively.

5.   INVESTMENT IN AFFILIATE

     On June 16, 2004,  the  Company's  subsidiary  Northwest  Bio-Technic  Inc.
     ("Northwest")  acquired an 86.7%  interest in Baoji  Jinsen  Pharmaceutical
     Company  Limited,  later  renamed to Xian  Huifeng  Pharmaceutical  Company
     Limited ("Huifeng Pharmaceutical"),  which owns licenses to manufacture two
     pharmaceutical  products  in the  PRC.  The  balance  of 13.3% is held by a
     stockholder  of the Company.  On November  10, 2004 Huifeng  Pharmaceutical
     increased its registered  capital from $181,159 to $603,865.  The increased
     registered  capital was fully  subscribed by a stockholder  of the Company,
     diluting the  Company's  interest in Huifeng  Pharmaceutical  from 86.7% to
     26%.

     A summary of the  unaudited  financial  statements  of the  affiliate as of
     December 31, 2004 is as follows:

     Current assets                                               $ 425,641
     Non-current assets                                               1,085
                                                                  ---------
     Total assets                                                   426,727
                                                                  =========

     Current liabilities                                              4,831
     Stockholders' equity                                           421,896
                                                                  ---------
     Total liabilities and stockholders' equity                   $ 426,727
                                                                  =========

     Revenue                                                      $      --
                                                                  =========

     Net loss from November 11, 2004 to December 31, 2004              (810)
                                                                  =========
     The Company's share of the loss for 2004 :
     Company share at 26% and equity in loss of affiliate         $    (211)
                                                                  =========


                                      F-10
<PAGE>

                       SECURED DATA, INC. AND SUBSIDIARIES
                        NOTES TO THE FINANCIAL STATEMENTS

                      AS OF DECEMBER 31, 2004 (CONSOLIDATED

6.   OTHER PAYABLES AND ACCRUED EXPENSES

     Other payables and accrued  liabilities at December 31, 2004 consist of the
     following:

                                                        2004
                                                    --------

     Other payables                                 $ 24,640
     Accrued expenses                                113,599
     Deposits received from customers                  6,952
                                                    --------
                                                    $145,191
                                                    ========

7.   CONVERTIBLE NOTE PAYABLE

      Note payable at December 31, 2004 consists of the following:

                                                        2004
                                                  ----------

     Convertible Promissory Note                  $1,900,000
                                                  ----------

     Pursuant to a Convertible  Promissory  Note, the Company promises to pay to
     Shareholders or their registered  assigns,  the principal sum of $1,900,000
     on June 30, 2005 or such earlier date as the  Convertible  Note is required
     or permitted to be repaid as provided  hereunder the maturity  date, and to
     pay  interest  to  the  Holders  on  the  aggregate  unconverted  and  then
     outstanding principal amount of this Convertible Note at the rate of 5% per
     annum, payable on the maturity date as set forth herein.  Interest shall be
     calculated  on the basis of a 360 day year and shall accrue on the maturity
     date. On the maturity  date, the Company may, in its sole  discretion,  pay
     the  principal  sum by  issuing  to the  Holder  10,465,725  shares  of the
     Company's restricted common stock at $0.1815 per share,  provided a require
     1 for 18 reverse stock split of the common stock has been  effected.  As of
     April 11, 2005, the Convertible Promissory Note has not been exercised.

8.   COMMITMENTS AND CONTINGENCIES

     (A)  Employee benefits

          The full time  employees  of the  Company  are  entitled  to  employee
          benefits  including  medical  care,  welfare  subsidies,  unemployment
          insurance and pension benefits through a Chinese  government  mandated
          multi-employer  defined  contribution plan. The Company is required to
          accrue  for  those  benefits  based  on  certain  percentages  of  the
          employees'  salaries  and make  contributions  to the plans out of the
          amounts accrued for medical and pension benefits.  The total provision
          and  contributions  made for such  employee  benefits  was  $3,607 and
          $4,508 for the years ended  December 31, 2004 and 2003,  respectively.
          The Chinese government is responsible for the medical benefits and the
          pension liability to be paid to these employees.

     (B)  Commitments

          The  Company  occupies  office  space  from a  third  party  under  an
          operating  lease which expires on March 2006 at a quarterly  rental of
          $3,080. Accordingly,  for 2004 and 2003, the Company recognized rental
          expense  for  this  space  in  the  amount  of  $12,319  and  $12,319,
          respectively.

          As of December 31, 2004, the Company has outstanding  commitments with
          respect to non-cancelable operating leases, which are due as follows:

          2005                                       $12,319
          2006                                         3,080
                                                     -------
                                                     $15,399
                                                     =======


                                      F-11
<PAGE>

                       SECURED DATA, INC. AND SUBSIDIARIES
                        NOTES TO THE FINANCIAL STATEMENTS

                     AS OF DECEMBER 31, 2004 (CONSOLIDATED)

9.   SHAREHOLDERS' EQUITY

     (A)  Stock issuances

          On December 20, 2004 the Company entered into an Agreement and Plan of
          Reorganization with Northwest Bio-Technic Inc ("Northwest") to acquire
          100% of Northwest  equity.  The Company  issued  80,735,590  shares in
          exchange for 30% of Northwest's outstanding shares.

          The Company has authorized up to 5,000,000  shares of preferred  stock
          with a par value of  $0.001  per  share.  The  preferred  stock can be
          issued in various series with varying  dividend rates and preferences.
          At December 31, 2004 there are no issued series or shares of preferred
          stock.

     (B)  Appropriated retained earnings

          The  Company is  required to make  appropriations  to reserves  funds,
          comprising the statutory  surplus  reserve,  statutory  public welfare
          fund and discretionary surplus reserve,  based on after-tax net income
          determined in accordance with generally accepted accounting principles
          of the People's  Republic of China (the "PRC GAAP").  Appropriation to
          the statutory  surplus reserve should be at least 10% of the after tax
          net  income  determined  in  accordance  with the PRC GAAP  until  the
          reserve  is  equal  to  50%  of  the  entities'   registered  capital.
          Appropriations  to the statutory  public welfare fund are at 5% to 10%
          of the after tax net  income  determined  in  accordance  with the PRC
          GAAP. The statutory public welfare fund is established for the purpose
          of providing employee  facilities and other collective benefits to the
          employees  and  is   non-distributable   other  than  in  liquidation.
          Appropriations  to the  discretionary  surplus reserve are made at the
          discretion of the Board of Directors.

          During  2004  and  2003,  the  Company  appropriated  $7,167  and $83,
          respectively  to the reserves  funds based on its net income under PRC
          GAAP.

10.  RELATED PARTY TRANSACTIONS

     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.

     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.

     During 2004, the Company issued  6,232,290  shares of common stock having a
     fair value of  $349,008 at $0.056 to a  shareholder  as  repayment  of cash
     advances  of  $373,937  to operate  the  Company's  business.  The  Company
     recognized operating expenses of $373,937 as of December 31, 2004.

     The Company  issued a  Convertible  Promissory  Note of  $1,900,000  to the
     shareholders of Northwest,  the Note is convertible into 10,465,725 (post a
     one  for  eighteen  reverse  split)  shares  to  exchange  for  70%  of the
     outstanding shares of Northwest.

     See Note 1 (A) for transactions with Northwest and its subsidiaries.

11. CONCENTRATIONS AND RISKS

     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 for approximately $790,217 and $802,324
     respectively  representing  in  aggregate  63% of sales for the year  ended
     December 31, 2004, and three customers for approximately $78,865,  $129,710
     and 170,870  respectively  representing  in aggregate  58% of sales for the
     year ended  December  31,  2003.  At December  31, 2004 and 2003,  accounts
     receivable from those customers totaled $32,119 and $149,814 respectively.

     The  Company  also relied on four  suppliers  for  approximately  $443,718,
     $269,547,  $288,832 and $339,895 respectively representing in aggregate 62%
     of purchases for the year ended December 31, 2004, and three  suppliers for
     approximately $107,789,  $146,781 and $148,827 respectively representing in
     aggregate  72% of  purchases  for the year  ended  December  31,  2003.  At
     December 31, 2004 and 2003, accounts payable to those two suppliers totaled
     $1,182 and $41,472 respectively.



                                      F-12
<PAGE>

                       SECURED DATA, INC. AND SUBSIDIARIES
                        NOTES TO THE FINANCIAL STATEMENTS

                     AS OF DECEMBER 31, 2004 (CONSOLIDATED)

12. GOING CONCERN

     As reflected in the accompanying  consolidated  financial  statements,  the
     Company has an accumulated deficit of $2,532,812 at December 31, 2004 which
     includes a net loss of $718,444 for the year ended  December 31, 2004.  The
     Company's current liabilities exceed its current assets by $342,854 and the
     Company  used  cash  in  operation  of  $1,025,077.   These  factors  raise
     substantial doubt about its ability to continue as a going concern. In view
     of the matters  described above,  recoverability  of a major portion of the
     recorded asset amounts shown in the accompanying consolidated balance sheet
     is dependent  upon  continued  operations of the company,  which in turn is
     dependent upon the Company's  ability to raise additional  capital,  obtain
     financing and succeed in its future operations. The financial statements do
     not  include  any   adjustments   relating   to  the   recoverability   and
     classification  of recorded asset amounts or amounts and  classification of
     liabilities  that  might be  necessary  should  the  Company  be  unable to
     continue as a going concern.



                                      F-13