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

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2003       Commission File No.: 333-70156

                         CIRMAKER TECHNOLOGY CORPORATION
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

          Nevada                                              98-0228169
---------------------------------                         -------------------
  (State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                         Identification No.)

          No. 8, Lane 377
          Chung Cheng Road
             Feng Yeh Li                                    886-3-282-1006
              Yang Mei                               ---------------------------
             Taoyuan 326                             (Issuer's telephone number)
               Taiwan
               R.O.C.
                                                            Not applicable
----------------------------------------                 --------------------
(Address of principal executive offices)                      (zip code)


                     1230 Avenue of the Americas, 7th Floor
                               New York, NY 10020
                                      U.S.A
--------------------------------------------------------------------------------
         (Former name and former address, if changed since last report.)

SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT: NONE

SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT: COMMON STOCK,
PAR VALUE $0.001

     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 definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.

YES       NO  X
    ---      ---


<PAGE>


State issuer's revenues for its most recent fiscal year: $16,631,013

The aggregate market value of voting and non-voting common equity held by
non-affiliates of the registrant as of March 31, 2004: Common stock, $0.001 par
value: $11,713,075

The number of shares of the registrant's common stock outstanding as of March
31, 2004: 25,808,000 shares.


                                       2
<PAGE>


                       INDEX TO FORM 10-KSB ANNUAL REPORT

                                                                            Page
                                                                            ----
PART I

Item 1.  Description of Business...............................................4

Item 2.  Description of Property...............................................7

Item 3.  Legal Proceedings.....................................................8

Item 4.  Submission of Matters to a Vote of Security Holders...................8

PART II

Item 5.  Market for Common Equity and Related Stockholder Matters..............8

Item 6.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations............................................10

Item 7.  Financial Statements.................................................19

Item 8.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure.............................................19

Item 8A  Controls and Procedures..............................................19

PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act....................20

Item 10. Executive Compensation...............................................21

Item 11. Security Ownership of Certain Beneficial Owners and Management
         and Related Stockholder Matters......................................26

Item 12. Certain Relationships and Related Transactions.......................26

Item 13. Exhibits and Reports on Form 8-K.....................................26

Item 14. Principal Accountant Fees and Services...............................28

Signatures....................................................................29

Financial Statements.........................................................F-1


                                       3
<PAGE>


                           FORWARD-LOOKING STATEMENTS

     This report contains forward-looking statements and information relating to
us that are based on the beliefs of our management as well as assumptions made
by, and information currently available to, our management. When used in this
report, the words "anticipate", "believe", "estimate", "expect", "intend",
"plan" and similar expressions, as they relate to us or our management, are
intended to identify forward-looking statements. These statements reflect
management's current view concerning future events and are subject to certain
risks, uncertainties and assumptions, including among many others: the risk
factors described below under "Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations - Risk Factors that May Affect
Future Operating Results", our potential inability to raise additional capital,
our potential inability to compete with other companies that may be more
experienced and better capitalized than us, changes in domestic and foreign
laws, regulations and taxes, changes in economic conditions, uncertainties
related to the legal systems in our target markets, including, China's legal
system and economic, political and social events in China and other target
markets, foreign relations between Taiwan, China and our other potential target
markets, a general economic downturn, a downturn in the securities markets,
Securities and Exchange Commission and National Association of Securities
Dealers, Inc. regulations which may affect trading in the securities of "penny
stocks," and other risks and uncertainties. Should any of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in this report as
anticipated, estimated or expected.

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

BACKGROUND

     Our corporate name is Cirmaker Technology Corporation. We were incorporated
in the State of Nevada under the name Wrestle-Plex Sports Entertainment Group,
Ltd. on June 1, 2000. During the period from our inception until December 2002
we operated as a development stage sports entertainment provider, specifically
in the area of professional wrestling.

     On December 3, 2002, we entered into a stock purchase agreement, which was
subsequently amended, with Cirmaker Industry Co. Ltd. (Cirmaker Taiwan), a
corporation organized under the Company Law of the Republic of China (Taiwan) in
1984. Pursuant to the stock purchase agreement, we have acquired approximately
75% of the issued and outstanding capital shares of Cirmaker Taiwan. As the
other stockholders of Cirmaker Taiwan continue to exchange their Cirmaker Taiwan
shares for shares of our common stock pursuant to the stock purchase agreement,
we may acquire the remaining shares and thereby make Cirmaker Taiwan a
wholly-owned subsidiary. The acquisition of our initial interest in Cirmaker
Taiwan was consummated in March, 2003. The business operations of Cirmaker
Taiwan have now become our primary focus.

     Cirmaker Taiwan was established in 1984. Cirmaker Taiwan started out
manufacturing terminals and connectors. Over the past twenty years, Cirmaker
Taiwan has gained substantial experience in the production of electronic parts
from developing, designing, and tooling. Cirmaker Taiwan's R&D ability, quality
control system and high-end electronics manufacturing facilities have completed
the enterprise resource planning system and Cirmaker Taiwan's manufacturing
processes are ISO 9001 and 9002 certified.

     Historically, Cirmaker Taiwan has been in the business of manufacturing a
wide variety of electronic parts and components. Our current products include
electronic terminals, electronic blocks and accessories, electronic panel
control and locking components, power distribution blocks and accessories,
electronic timer and relay sockets, optical fiber connectors and adapters, car
audio components, DVD players, electronics, cooling fins and systems for laptop
and personal computers, electrical tools and similar devices. More recently,
Cirmaker Taiwan has focused its efforts on two primary product lines, digital TV


                                       4
<PAGE>


receivers (including cable, satellite and terrestrial receivers) and heat
dispersion systems for personal and laptop computers. Cirmaker Taiwan also
intends to begin manufacturing back light modules for LCD TV and PC monitors.

     Our reverse acquisition of Cirmaker Taiwan was subject to the approval of
the Taiwan Ministry of Economic Affairs. We did not obtain approval from this
Taiwanese governmental agency at the time of the reverse acquisition. We are
currently seeking this approval and management is seeking to determine what
consequences, if any, our failure to obtain approval may have on us.

     Our equity interest in Cirmaker Taiwan is currently held by several
affiliates in trust for us. There can be no assurance that the trust arrangement
will be upheld. In the event that it is not upheld, it is possible that the
creditors of the trustees may be able to seize the equity of Cirmaker Taiwan.
Management expects to effect the transfer of Cirmaker Taiwan equity from the
trust directly into the name of Cirmaker Technology Corporation on or about the
end of May 2004.

     Unless otherwise expressly indicated, all dollar amounts set forth in this
Form 10-KSB are expressed in United States Dollars.

OUR PRODUCTS

General
-------

     Our business includes the manufacture, distribution and/or assembly of
various products. We manufacture items such as cooling fins and bases,
connectors and LCD backlight components. We assemble items such as set top boxes
(TV receivers), DVD players and insulated connectors. We distribute or resell
products such as crimping tools, switches, cable ties, meters, sirens, power
cords and terminal strips.

     Our product base is evolving and we often will add additional products or
stop manufacturing other products depending upon market demand. Following is a
description of some of our material product offerings.

Digital TV Receivers
--------------------

     We have developed the capability of supplying components and systems that
will be necessary to create a national digital television broadcasting network
in China. Through marketing agents, we have been working with China's State
Administration of Radio Film and Television - SARFT - and China's Ministry of
Information and Industry (MII) to develop business in this area. Since September
2003, we have delivered a total of 2,625 digital TV receiver units (set top
boxes) under separate purchase orders.

     As one of the newest additions to our electronic product line, our set top
boxes can convert digital television broadcast signals into analog formats, as
well as receive and convert digital and streaming media signals. This type of
digital receiver device is required for television subscribers wishing to
receive digital programming and watch it using their existing analog TV sets.
Management believes that we are one of the few manufacturers operating in China
to have the current capacity to produce in volume a device that meets all the
required standards of Chinese broadcasting agencies and authorities, and we have
already received the required network license from SARFT. The main advantage of
our set-top box is its affordability to the general population in China since we
are able to decrease the production cost effectively. We are also poised to
distribute our system worldwide as we believe that it complies with all
international Digital TV standards for high definition television. The system
receives, processes, stores and broadcasts analog, digital and streaming media
signals, and it supports pay-per-view as well as video-on-demand channel
signals.


                                       5
<PAGE>


Computer Heat Dispersion Systems
--------------------------------

     We have recently developed improved technology for our computer cooling
systems. Since March 2003, we have increased shipments of our cooling systems to
major computer manufacturers. We believe that the industry trend is toward the
manufacture of smaller laptop and desktop personal computers with larger memory
capability and faster central processing unit speeds. Along with this growing
trend, we expect an increase in the need for smaller and more effective cooling
components and systems.

     We have already completed the development of a high-end nano-technology
which management believes could replace the currently used silicon. This new
product can transfer heat more efficiently and is much less expensive than the
currently used materials. Currently, management is evaluating whether to acquire
manufacturing equipment capable of manufacturing this new product.

Electrical Connectors and Modules
---------------------------------

     We manufacture an array of electrical connectors and modules. These
electrical connectors and modules are used in a variety of products, including
computers, DVD systems, cars, lightings, air conditioners, amplifiers,
everything that needs electrical connections, from big power to small power.

RESEARCH AND DEVELOPMENT

     We have recently been involved in a research and development effort to
develop a digitally capable television receiver box that includes efficient
technology transfer techniques and optimal compatibility standards, as well as
specific design processes. Our development efforts have resulted in a high-tech
product that is capable of meeting the growing demand for a digital television
receiver that can support SDTV, EDTV, HDTV and MPEG streaming media signals and
formats via terrestrial, cable network, or broadband Internet transfer upon
customer request.

     Our recent research and development efforts to improve our laptop and
personal computer CPU cooling systems have resulted in an improved and less
expensive method for computer cooling. In conjunction with the Industrial
Technology Research Institute in Taiwan, we have begun to develop and produce
improved electronic cooling components called elastomeric pads that are
essentially high-efficiency thermal dispersion units. While no assurance can be
given, management expects that this new technology will become the industry
standard for computer cooling systems.

     As a result of our research and development work, we hold patents for the
computer CPU cooling systems in Taiwan, Japan, U.S.A., South Korea and the
People's Republic of China.

     We spent approximately $111,055 and $171,278 on research and development
during fiscal years 2003 and 2002, respectively.

SALES AND MARKETING

     We sell our products through a variety of marketing techniques. We have a
sales and marketing staff of approximately 40 employees. These employees engage
in the direct marketing of our products. We also have marketing agents in our
target markets who engage in direct selling efforts. Other methods that we
employ to sell our products include presentations at trade shows, advertisements
in magazines and use of advertising agencies. We also use our website as a means
of promoting our products.

COMPETITION

     Currently, we have several competitors in Taiwan and China with respect to
sales of our set top boxes. The major TV manufacturers in China are ChangHong,
Panda, TCL, Konka, Chuangwei, Haixing, Saige and Poney. They mainly produce


                                       6
<PAGE>


basic digital TV sets. Shuangwei and Konka especially have concentrated their
efforts in the Chinese market. ChangHong, on the other hand, exports 60% of its
products.

     We have several competitors with respect to sales of our heat dispersion
systems. Many of our competitors in this business are based in Taiwan. These
competitors for the most part are still using traditional modes of production.
We believe that their cooling systems are larger in size and less efficient than
our cooling systems.

     With regard to sales of our LCD TV backlight modules, our biggest
competitor is Konka Co. Ltd. Konka decreased the sales price of its product by
40% in 2003. Konka has approximately 43.7% of the LCD TV market in China. Other
competitors in this product line include ChangHong and Xiahua.

REGULATION

     The sale of our products are not subject to any material regulations.

EMPLOYEES

     As of the date of this report, we have 140 full-time employees (excluding
consultants and temporary help). We have 96 employees at our main facility in
Taiwan. The remaining employees are based in our offices in the People's
Republic of China.

     None of our employees is represented by a labor union, and management
considers our relationships with our employees to be good. Our ability to
achieve our operational and financial objectives depends in part upon our
ability to retain key technical, marketing and operations personnel, and to
attract new employees as required to support growth. Working capital constraints
may impair our ability to retain and attract the staff needed to maintain
current operations and meet the needs of anticipated growth.

     In addition, we rely on consultants to a significant extent to supplement
our regular employee staff in certain key functional areas and to support
management in the execution of our business strategy. These consultants are
independent contractors. There can be no assurance that, if one or more of the
consultants were to terminate their services, we would be able to identify
suitable replacements. Failure to do so could materially and adversely affect
our operating and financial results.

ITEM 2. DESCRIPTION OF PROPERTY.

     Our principal executive office and manufacturing facility in Taiwan is
located at No. 8, Lane 377, Chung Cheng Road, Feng Yeh Li, Yang Mei, Taoyuan
326. We own this property subject to a mortgage in the amount of approximately
$1,700,000. These executive offices and manufacturing facility occupy
approximately 9,075 square meters. We also have a warehouse facility in Taoyuan,
Taiwan.

     We have a sales and marketing office in Beijing, China. This facility
occupies approximately 198 square meters. We lease this space on a month to
month basis at a monthly rental rate of approximately $1,000.

     We have a manufacturing facility in Dong Guam, China. This facility
occupies approximately 9,000 square meters. This facility is leased pursuant to
a 10 year lease. We pay a monthly rental of approximately $125.

     Our office in the United States is located at 1230 Avenue of the Americas,
7th Floor, New York, NY 10020. We utilize this office through an office share
arrangement at a monthly cost to us of $250. We can terminate this arrangement
at any time upon one month's prior written notice.


                                       7
<PAGE>


ITEM 3. LEGAL PROCEEDINGS.

     In October 2003, a lawsuit was filed against us and others in the Taoyuan
District Court in Taiwan alleging that bonus CDs that were given to consumers by
distributors of VCD players that we assembled violated copyright rights of
certain individuals. We did not manufacture or sell the CD and were not involved
in any way in the production or sale of these CDs. Therefore, we believe that as
against us the case is without merit. We do not expect this case to have any
material adverse effect upon our business, financial condition or results of
operations.

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS.

     No matters were submitted during the fourth quarter of our fiscal year to a
vote of security holders, through the solicitation of proxies or otherwise.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

COMMON STOCK

     Our Certificate of Incorporation, as amended, authorizes us to issue
100,000,000 shares of common stock, $0.001 par value per share. As of December
31, 2003, we had 25,808,000 shares outstanding, which were held by approximately
2,700 stockholders of record.

PREFERRED STOCK

     Our Certificate of Incorporation, as amended, authorizes 50,000,000 shares
of blank check Preferred Stock, $0.001 par value. As of December 31, 2003, no
shares of preferred stock were outstanding.

MARKET FOR OUR STOCK

     Our Common Stock is quoted on the NASD over-the-counter electronic bulletin
board under the symbol "CRKT". The following table sets forth the high and low
closing bid prices of our common stock. The quotations reflect inter-dealer
prices, without retail mark-up, mark-down or commission and may not represent
actual transactions.

<TABLE>
<CAPTION>
                                       Closing Bid Prices(1)

                                                High                  Low
<S>                                             <C>                   <C>
Year Ended December 31, 2002

1st Quarter                                     n/a                   n/a
2nd Quarter                                     n/a                   n/a
3rd Quarter                                     0.14                  0.14
4th Quarter                                     3.00                  0.01

Year Ending December 31, 2003

1st Quarter                                     5.60                  1.75
2nd Quarter                                     3.08                  0.85
3rd Quarter                                     1.96                  0.45
4th Quarter                                     0.88                  0.41

-----------------------------
<FN>
(1)  The above tables set forth the range of high and low closing bid prices per
     share of our common stock as reported by Yahoo Finance for the periods
     indicated.
</FN>
</TABLE>


                                       8
<PAGE>


     On March 31, 2004, the closing price of our common stock was $0.52 per
share.

     When the trading price of our common stock is below $5.00 per share, the
common stock is considered to be a "penny stock" that is subject to rules
promulgated by the Securities and Exchange Commission (Rule 15-1 through 15g- 9)
under the Securities Exchange Act of 1934. These rules impose significant
requirements on brokers under these circumstances, including: (a) delivering to
customers the SEC's standardized risk disclosure document; (b) providing
customers with current bid and ask prices; (c) disclosing to customers the
brokers-dealer's and sales representatives compensation; and (d) providing to
customers monthly account statements. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations - Risk Factors" for more
information regarding penny stocks.

     The volume of trading in our stock is very low. One result of the low
volume of trading is that our stock price could be subject to wide fluctuations
on a daily basis. Volatility in our stock is high and could be affected in the
future in response to many events or factors, including those discussed in the
risk factors described below.

DIVIDEND POLICY

     We do not intend to pay any cash dividends on our common stock in the
foreseeable future. All cash resources are expected to be invested in our
business.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

     The following table discloses information as of December 31, 2003 with
respect to compensation plans (including individual compensation arrangements)
under which our equity securities are authorized for issuance.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                (a)                          (b)                         (c)

                                                                                         NUMBER OF SECURITIES
                                                                                         REMAINING AVAILABLE FOR
                                NUMBER OF SECURITIES TO BE   WEIGHTED-AVERAGE EXERCISE   FUTURE ISSUANCE UNDER
                                ISSUED UPON EXERCISE OF      PRICE OF OUTSTANDING        EQUITY COMPENSATION PLANS
                                OUTSTANDING OPTIONS,         OPTIONS, WARRANTS AND       (EXCLUDING SECURITIES
PLAN CATEGORY                   WARRANTS AND RIGHTS          RIGHTS                      REFLECTED IN COLUMN (a)
------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                           <C>                         <C>
EQUITY COMPENSATION PLANS               -0-                           n/a                         -0-
APPROVED BY SECURITY HOLDERS
------------------------------------------------------------------------------------------------------------------
EQUITY COMPENSATION PLANS NOT           4,500,000                     0.42                        n/a
APPROVED BY SECURITY HOLDERS
------------------------------------------------------------------------------------------------------------------
TOTAL                                   4,500,000
------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       9
<PAGE>


OPTIONS AND WARRANTS

     As of December 31, 2003, we had outstanding fully vested two year options
for the purchase of 2,500,000 shares of our common stock at an exercise price of
$0.35 and 2,000,000 shares of our common stock at an exercise price of $0.50

     As of December 31, 2003, we did not have any outstanding warrants.

REGISTRAR AND TRANSFER AGENT

     Our registrar and transfer agent is Continental Stock Transfer and Trust
Company, 17 Battery Place, New York, New York 10004, telephone (212) 509 - 4000.

RECENT SALES OF UNREGISTERED SECURITIES

     In the first quarter of 2003, we issued 2,750,000 shares of our common
stock to 3 individuals and one entity, all of which were non-U.S. persons, in
reliance on Regulation S of the Securities Act of 1933. Of these shares, 500,000
shares were issued in payment of consulting services and the remaining 2,250,000
shares were issued for cash at prices ranging from $0.10 to $2.00 per share.
Three of the aforementioned sales occurred prior to the reverse acquisition of
Cirmaker Taiwan and the last sale occurred after the consummation of the reverse
acquisition.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS.

     The following discussion of our financial condition and results of
operations should be read in connection with our consolidated financial
statements and notes thereto appearing elsewhere in this Form 10-KSB. This
discussion contains statements reflecting the opinions of management as well as
forward-looking statements regarding the market and us that involve risk and
uncertainty. These statements relate to expectations and concern matters that
are not historical facts. Words such as "believes," "intends," "expects,"
"anticipates" and similar expressions used throughout this document indicate
that forward-looking statements are being made. See "Forward Looking Statements"
above and "Risk Factors" below for a list of important factors that could cause
actual results to differ from the forward looking statements contained in this
report.

OVERVIEW

     Our corporate name is Cirmaker Technology Corporation. We were incorporated
in the State of Nevada under the name Wrestle-Plex Sports Entertainment Group,
Ltd. on June 1, 2000. During the period from our inception until December 2002
we operated as a development stage sports entertainment provider, specifically
in the area of professional wrestling.

     On December 3, 2002, we entered into a stock purchase agreement, which was
subsequently amended, with Cirmaker Industry Co. Ltd. (Cirmaker Taiwan), a
corporation organized under the Company Law of the Republic of China (Taiwan) in
1984. Pursuant to the stock purchase agreement, we have acquired 75% of the
issued and outstanding capital shares of Cirmaker Taiwan. As the other
stockholders of Cirmaker Taiwan continue to exchange their Cirmaker Taiwan
shares for shares of our common stock pursuant to the stock purchase agreement,
we may acquire the remaining shares and thereby make Cirmaker Taiwan a
wholly-owned subsidiary. The acquisition of our initial interest in Cirmaker
Taiwan was consummated in March, 2003. The business operations of Cirmaker
Taiwan have now become our primary focus.

     Historically, Cirmaker Taiwan has been in the business of manufacturing a
wide variety of electronic parts and components. Our current products include
electronic terminals, electronic blocks and accessories, electronic panel
control and locking components, power distribution blocks and accessories,


                                       10
<PAGE>


electronic timer and relay sockets, optical fiber connectors and adapters, car
audio components, DVD players, electronic cooling fins and systems for laptop
and personal computers, electrical tools and similar devices. More recently,
Cirmaker Taiwan has focused its efforts on two primary product lines, digital TV
receivers and computer heat dispersion systems.

     Our reverse acquisition of Cirmaker Taiwan was subject to the approval of
the Taiwan Ministry of Economic Affairs. We did not obtain approval from this
Taiwanese governmental agency at the time of the reverse acquisition. We are
currently seeking this approval and management is seeking to determine what
consequences, if any, our failure to obtain approval may have on us.

     Our equity interest in Cirmaker Taiwan is currently held by several
affiliates in trust for us. There can be no assurance that the trust arrangement
will be upheld. In the event that it is not upheld, it is possible that the
creditors of the trustees may be able to seize the equity of Cirmaker Taiwan.
Management expects to effect the transfer of Cirmaker Taiwan equity from the
trust directly into the name of Cirmaker Technology Corporation on or about the
end of May 2004.

RECENT DEVELOPMENTS

     In February 2004, we entered into a contract with Shaanxi Ruyi Electric
Company, a Chinese manufacturer of television sets and household appliances,
relating to a new strategic alliance for the production, marketing and sale of
set-top boxes with satellite functionality for the mainland China market.
Pursuant to the contract, we have agreed to purchase a 66% ownership interest in
Shaanxi New Century Electronic Co. Ltd for RMB$3.96 million (US$478,145). Under
the contract we are also required to retain 50 employees for Shaanxi New Century
Electric Co. Ltd. that meet specific criteria over a period of one year to
perform services for the Company.

     In February 2004, we entered into a non-binding letter of intent with
K-Bridge Electronics, Inc., a leading supplier of components to one of Taiwan's
largest producers of LCD TV display panels to manufacture back light modules for
LCD TV and PC monitors. Revenue and profits from this new line of business are
expected to increase in future years if the popular slim LCD display panels
begin replacing bulky CRT picture tube television sets around the world.

     In January 2004 we entered into an informal strategic alliance with Hicom
Industrial Co., Ltd., a leading supplier to the Chinese television broadcasting
industry, relating to the marketing of our set top boxes for digital TV
reception in 12 provinces of China and the city of Shanghai.

RESULTS OF OPERATIONS

Fiscal Year ended December 31, 2003 compared to December 31, 2002
-----------------------------------------------------------------

     During the fiscal year ended December 31, 2003, we incurred a net loss of
$1,600,359 as compared to a net income of $564,216 for the prior year. The
decrease in net income is attributable to a decrease in sales partially relating
to the effects of SARs and an increase in general and administrative expenses of
$1,530,219. Operating expenses for the fiscal year ended December 31, 2003
increased by $2,287,217 or 143% from the prior fiscal year. The increase in
operating expenses is attributable primarily to the grant of $400,000 in
fully-vested common stock options, transaction costs relating to becoming a
public reporting company, costs associated with the reverse acquisition of
Cirmaker Taiwan and an impairment loss on equity investments in the amount of
$650,482.

     We had total current assets of $9,851,639 as of December 31, 2003 as
compared to total current assets of $10,100,152 as of December 31, 2002. This
decrease of $248,513 is primarily the result of maintaining lower inventory
levels in 2003. Our total assets as of December 31, 2003 were $17,062,665 as


                                       11
<PAGE>


compared to $16,510,118 in total assets as of December 31, 2002. This increase
primarily results from equity investments made by us during 2003.

     We had total current liabilities of $9,059,675 as of December 31, 2003
compared to $7,888,651 as of December 31, 2002. This increase in current
liabilities is mainly attributable to an increase in short term borrowing. Our
total liabilities as of December 31, 2003 were $10,732,564 as compared to
$9,659,698 as of December 31, 2002. This increase in total liabilities resulted
from an increase in both short term and long term borrowings from banks.

     Our total stockholders' equity as of December 31, 2003 was $4,551,674 as
compared to $6,850,420 as of December 31, 2002. The decrease in stockholders'
equity results from operating losses in 2003 and the recording of our minority
interest in Cirmaker Taiwan of approximately 25%.

Fiscal Year ended December 31, 2002 compared to December 31, 2001
-----------------------------------------------------------------

     During the fiscal year ended December 31, 2002, we had net income of
$564,216 as compared to a net loss of $1,032,357 for the prior year. The
increase in net income is attributable to an increase in sales of $7,800,988.
Operating expenses for the fiscal year ended December 31, 2002 decreased by
$1,165,244 from the prior fiscal year.

     We had total current assets of $10,100,152 as of December 31, 2002 as
compared to total current assets of $7,132,452 as of December 31, 2001. This
increase of $2,967,700 is primarily the result of maintaining higher levels of
trade receivables and inventory in 2002. Our total assets as of December 31,
2002 were $16,510,118 as compared to $12,666,021 in total assets as of December
31, 2001.

     We had total current liabilities of $7,888,651 as of December 31, 2002
compared to $4,474,498 as of December 31, 2001. This increase in current
liabilities is mainly attributable to an increase in short term borrowing and
accounts payable. Our total liabilities as of December 31, 2002 were $9,659,698
as compared to $6,421,375 as of December 31, 2001.

     Our total stockholders' equity as of December 31, 2002 was $6,850,420 as
compared to $6,244,646 as of December 31, 2001. The increase in stockholders'
equity results from our operating income in 2002.

LIQUIDITY AND CAPITAL RESOURCES

     We had $237,125 in cash, cash equivalents and short-term investments as of
December 31, 2003. As of such date we also had total assets of $17,062,665.

     We believe that our cash balances and revenues generated from our
operations will be sufficient to fund our operations for the next twelve months
at levels consistent with our operations in 2003. We will require additional
capital, however, in order to expand our operations and fully implement our
business plan.

     Operations to date have been primarily financed by revenues from
operations, stockholder debt and equity transactions. Our future operations are
dependent upon the identification and successful completion of permanent equity
financing, the continued support of shareholders and profitable operations.

CRITICAL ACCOUNTING POLICIES

     Preparation of our financial statements requires management to make
judgments, assumptions, and estimates regarding uncertainties that affect the
reported amounts of assets, liabilities, stockholders' equity, revenues and
expenses. Note 2 of the Notes to the Consolidated Financial Statements describes


                                       12
<PAGE>


the significant accounting policies used in preparation of the Consolidated
Financial Statements. The most significant areas involving management judgments
and estimates are described below. Actual results in these areas could differ
materially from management's estimates under different assumptions or
conditions.

Revenue Recognition
-------------------

     We recognize revenue from the sale of its products in accordance with the
U.S. Securities and Exchange Commission's Staff Accounting Bulletin No. 101,
Revenue Recognition in Financial Statements. In SAB No. 101, the SEC expressed
its view that revenue was realizable and earned when the following four criteria
were met: (1) persuasive evidence of an arrangement exists; (2) delivery has
occurred and title has passed according to the sale terms, (3) the seller's
price to the buyer is fixed or determinable; and (4) collectibility is
reasonably assured.

     Shipping and handling costs incurred by us are included in cost of goods
sold and those costs, that are billed to customers, are included in net sales.

Significant Estimates
---------------------

     Several areas require significant management estimates relating to
uncertainties for which it is reasonably possible that there will be a material
change in the near term. The more significant areas requiring the use of
management estimates related to valuation of trade receivables and inventory
reserves, contingent liabilities, fair value of long term investments,
impairment of long-lived assets, fair value of services for stock based
compensation and the useful lives for amortization and depreciation.

Trade Receivables
-----------------

     Trade receivables are carried at original invoice amount less an estimate
made for doubtful receivables based on a review of all outstanding amounts on a
monthly basis. Management determines the allowance for doubtful accounts by
regularly evaluating individual customer receivables and considering a
customer's financial condition and credit history, and current economic
conditions. Trade receivables are written off when deemed uncollectible upon
evaluation of such account by management.

Inventories
-----------

     Inventories are stated at the lower of cost or market. The majority of
inventory values are based upon standard costs which approximate weighted
average costs. Standard costs are revised at the beginning of each year. The
effects of resetting standards and operating variances incurred during each
period are allocated between inventories and cost of sales. Management regularly
reviews inventory for obsolescence to determine whether a write-down is
necessary. Various factors are considered in making this determination,
including recent sales history and predicted trends, industry market conditions
and general economic conditions.

Equity Investments
------------------

     All equity investments are recorded at cost and are written down to their
estimated recoverable amount if there is evidence of a decline in value that is
other than temporary.

     Management evaluates related information in addition to quoted market
prices, if any, in determining the fair value of these investments and whether
an other than temporary decline in fair value exists. Factors indicative of an
other than temporary decline include recurring operating losses, credit defaults
and subsequent rounds of financings at an amount below the cost basis of the
investment. The list is not all inclusive and management periodically weighs all
quantitative and qualitative factors in determining if any impairment loss
exists.


                                       13
<PAGE>


     The majority of equity investments are primarily based on a contractual
relationship between us and the Investee. Therefore, it is not practicable to
estimate the fair value of the equity instruments, because there are no
transactions that in substance, are involving the equity investment alone.

Fair Value Of Financial Instruments
-----------------------------------

     Our financial instruments, trade receivables, bank notes, trade payables
and accrued liabilities approximate their carrying amounts due to the short-term
nature of these instruments. Fair values of cash equivalents represent quoted
market prices, if available. If no quoted market prices are available, fair
values are estimated based on other factors. The fair value of amounts due to
related parties is not determinable since it is not negotiated at arms length.
The carrying value of our long-term debt approximates fair value.

     We enter into forward contracts for hedging foreign currencies. The
differences of the contract forward rate between the signing contract rate and
the settlement date is amortized during the contract period. There were no
significant gains or losses from these contracts in 2003 or 2002 and there are
no material open contracts at December 31, 2003 and 2002.

OFF-BALANCE SHEET ARRANGEMENTS

     We do not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
investors.

INFLATION

     We believe that inflation has not had a material impact on our results of
operations for the years ended December 31, 2003 or December 31, 2002.

SEASONALITY

     We may experience seasonal variations in revenues and operating costs due
to seasonality, however, we do not believe that these variations will be
material.

RISK FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS

     You should carefully consider the risks described below before making an
investment decision. The risks and uncertainties described below are not the
only ones facing our company. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial may also impair our business
operations.

     If any of the following risks actually occur, our business, financial
condition, results of operations or product market share could be materially
adversely affected. In such case, the trading price of our common stock could
decline or trading in our stock could be suspended and you could lose all or
part of your investment.

Our failure to obtain approval of the reverse acquisition of Cirmaker Taiwan
----------------------------------------------------------------------------
from the Taiwan Ministry of Economic Affairs may have a material adverse effect
-------------------------------------------------------------------------------
on us.
-----

     Our reverse acquisition of Cirmaker Taiwan was subject to the approval of
the Taiwan Ministry of Economic Affairs. We did not obtain approval from this
Taiwanese governmental agency at the time of the reverse acquisition. We are
currently seeking this approval and management is seeking to determine what
consequences, if any, our failure to obtain approval may have on us.


                                       14
<PAGE>


We need substantial additional capital in order to fully implement our business
-------------------------------------------------------------------------------
plan.
----

     Our current business plan contemplates capital expenditures beyond our
current capital resources. For example, we plan on expanding our manufacturing
facility in Dong Guam, China. Our expansion plans include the acquisition of
equipment and the renovation of the facility. We estimate the cost of this
expansion to be approximately $400,000. We have also identified a potential
acquisition target in mainland China. The target company owns a facility that
could be used for the assembly of our set top boxes in China. We anticipate that
the cost of this acquisition will be approximately $500,000. We do not currently
have enough capital to make these and other anticipated capital expenditures.
Management expects that these expenditures will be met through a combination of
increased revenues from product sales and the sale of our common stock in
private or public offerings. However, we have not received a firm commitment on
any such financing and management can provide no assurance that such a
commitment will be obtained.

Our success depends in large part on whether or not our products will be
------------------------------------------------------------------------
accepted by consumers in our target markets.
-------------------------------------------

     Our business strategy is currently focused on two products, digital TV
receivers and computer heat dispersion systems. We have been developing the
components and systems that enable analog televisions to access the digital
television broadcasting network which is developing in China and our ultimate
success depends in large part upon the full development of a national digital
television broadcasting network in China. There are many obstacles to the
creation of a national digital television broadcasting network in China,
including, consumer acceptance, compliance with governmental regulations and the
need to obtain governmental approvals, . If third party efforts to establish a
digital television broadcasting network in China fail, our digital to analog set
top boxes will not be in demand and our results of operations and prospects
would be materially adversely affected.

     With regard to our computer heat dispersion system product line, we have
spent considerable resources developing high-end nano-technology which applies a
special material that transfers heat from computer systems more quickly and
efficiently. Future sales of our computer heat dispersion systems using this
technology, when fully developed, will depend in large part on whether this new
technology is accepted by consumers and manufacturers as a replacement for the
current heat transfer material . If the market does not accept this new
technology our results of operations and prospects would be materially adversely
affected.

Rapid technological changes and short product life cycles in our industry could
-------------------------------------------------------------------------------
harm our business.
-----------------

     The technology underlying our products and other products in our industry,
in general, is subject to rapid change, including the potential introduction of
new types of products and technologies, which may have a material adverse impact
upon our business. We will need to maintain an ongoing research and development
program, and our potential future success, of which there can be no assurances,
will depend in part on our ability to respond quickly to technological advances
by developing and introducing new products, successfully incorporating such
advances in existing products, and obtaining licenses, patents, or other
proprietary technologies to be used in connection with new or existing products.
We spent approximately $111,055 for research and development expenses for the
year ended December 31, 2003. There can be no assurance that our research and


                                       15
<PAGE>


development will be successful or that we will be able to foresee and respond to
such advances in technological developments and to successfully develop
additional products. Additionally, there can be no assurances that the
development of technologies and products by competitors will not render our
products or technologies non-competitive or obsolete.

We face potentially fierce competition.
---------------------------------------

     There are many companies with substantially more resources than we have,
that manufacture and distribute digital TV receivers and computer heat
dispersion systems. Most of our potential competitors have substantially greater
capital, marketing and development capabilities and human resources than we have
and will likely represent significant competition for us. The foregoing
conditions create a rigorous competitive climate for us and increase the risk
that our products will be unable to compete successfully with other potential
marketers of these products. Our competitors may succeed in developing products
that are more effective or less costly than any that may be developed by us and
may also prove to be more successful than us in technology, marketing and sales.

Our largest target sales market is in China and there are several significant
-----------------------------------------------------------------------------
risks relating to conducting operations in China.
-------------------------------------------------

     Our largest target consumer market is in China. We also expect to make
investments in China in the future. Therefore, our business, financial condition
and results of operations are to a significant degree subject to economic,
political and social events in China.

Governmental policies in China could impact our business.

     Since 1978, China's government has been and is expected to continue
reforming its economic and political systems. These reforms have resulted in and
are expected to continue to result in significant economic and social
development in China. Many of the reforms are unprecedented or experimental and
may be subject to change or readjustment due to a number of political, economic
and social factors. We believe that the basic principles underlying the
political and economic reforms will continue to be implemented and provide the
framework for China's political and economic system. New reforms or the
readjustment of previously implemented reforms could have a significant negative
effect on our operations. Changes in China's political, economic and social
conditions and governmental policies which could have a substantial impact on
our business include:

     *    new laws and regulations or new interpretations of those laws and
          regulations;
     *    the introduction of measures to control inflation or stimulate growth;
     *    changes in the rate or method of taxation;
     *    the imposition of additional restrictions on currency conversion and
          remittances abroad; and
     *    any actions which limit our ability to develop, manufacture or sell
          our products in China, or to finance and operate our business in
          China.

Economic policies in China could negatively impact our business.

     The economy of China differs from the economies of most countries belonging
to the Organization for Economic Cooperation and Development in various
respects, such as structure, government involvement, level of development,
growth rate, capital reinvestment, allocation of resources, self-sufficiency,
rate of inflation and balance of payments position. In the past, the economy of
China has been primarily a planned economy subject to one and five-year state
plans adopted by central government authorities and largely implemented by
provincial and local authorities. These plans set production and development
targets.

     Since 1978, increasing emphasis had been placed on decentralization and the
utilization of market forces in the development of China's economy. Economic
reform measures adopted by China's government may be inconsistent or
ineffectual, and we may not in all cases be able to capitalize on any reforms.


                                       16
<PAGE>


Further, these measures may be adjusted or modified in ways that could result in
economic liberalization measures that are inconsistent from time to time, from
industry to industry or across different regions of the country. China's economy
has experienced significant growth in the past decade. This growth, however, has
been accompanied by imbalances in China's economy and has resulted in
significant fluctuations in general price levels, including periods of
inflation. China's government has implemented policies from time to time to
increase or restrain the rate of economic growth, control periods of inflation
or otherwise regulate economic expansion. While we may be able to benefit from
the effects of some of these policies, these policies and other measures taken
by China's government to regulate the economy could also have a significant
negative impact on economic conditions in China with a resulting negative impact
on our business.

China's entry into the WTO creates uncertainty.

     China formally became the 143rd member of the World Trade Organization
(WTO), the multilateral trade body, on December 11, 2001. Entry into the WTO
will require China to further reduce tariffs and eliminate other trade
restrictions. While China's entry into the WTO and the related relaxation of
trade restrictions may lead to increased foreign investment, it may also lead to
increased competition in China's markets from international companies. The
impact of China's entry into the WTO on China's economy and our business is
uncertain.

Uncertainty relating to China's legal system could negatively affect us.

     China has a civil law legal system. Decided court cases do not have binding
legal effect on future decisions. Since 1979, many new laws and regulations
covering general economic matters have been promulgated in China. Despite this
activity to develop the legal system, China's system of laws is not yet
complete. Even where adequate law exists in China, enforcement of contracts
based on existing law may be uncertain and sporadic and it may be difficult to
obtain swift and equitable enforcement, or to obtain enforcement of a judgment
by a court of another jurisdiction. The relative inexperience of China's
judiciary in many cases creates additional uncertainty as to the outcome of any
litigation. Further, interpretation of statutes and regulations may be subject
to government policies reflecting domestic political changes.

The deterioration of relations between Taiwan and China could negatively affect
-------------------------------------------------------------------------------
our business.
------------

     The main target market for our products is mainland China and other
locations in the Asia-Pacific region. For decades, potential conflict in the
Taiwan Strait has remained a serious threat to the stability of the Asia-Pacific
region. Even today, when trade, business, and unofficial contacts between China
and Taiwan are rapidly expanding, China has not renounced the use of force
against Taiwan. If relations between China and Taiwan deteriorate or if any
material conflicts between the two nations arise, our ability to continue to do
business in China may diminish and our projected sales to China may
significantly decrease or be eliminated altogether. Accordingly, such
deterioration in relations could have a material adverse effect on our business.

You will likely suffer significant dilution. We do not intend to pay any
------------------------------------------------------------------------
dividends for the foreseeable future.
------------------------------------

     We will likely need to issue additional shares of our capital stock in the
future in order to raise capital to satisfy our current obligations and to
otherwise carry out our business plan. Upon the issuance of these shares you
will experience dilution in the net tangible book value of your common stock. We
have never paid dividends and do not intend to pay any dividends in the
foreseeable future.

Our stock is a penny stock and there are significant risks related to buying and
--------------------------------------------------------------------------------
owning penny stocks.
-------------------

     Rule 15g-9 under the Securities Exchange Act of 1934 imposes additional
sales practice requirements on broker-dealers that sell non-Nasdaq listed
securities except in transactions exempted by the rule, including transactions
meeting the requirements of Rule 506 of Regulation D under the Securities Act


                                       17
<PAGE>


and transactions in which the purchaser is an institutional accredited investor
(as defined) or an established customer (as defined) of the broker or dealer.
For transactions covered by this rule, a broker-dealer must make a special
suitability determination for the purchaser and have received the purchaser's
written consent to the transaction prior to sale. Consequently, this rule may
adversely affect the ability of broker-dealers to sell our securities and may
adversely affect your ability to sell any of the securities you own.

     The Securities and Exchange Commission regulations define a "penny stock"
to be any non-Nasdaq equity security that has a market price (as defined in the
regulations) of less than $5.00 per share or with an exercise price of less than
$5.00 per share, subject to some exceptions. For any transaction by a
broker-dealer involving a penny stock, unless exempt, the rules require
delivery, prior to any transaction in a penny stock, of a disclosure schedule
prepared by the SEC relating to the penny stock market. Disclosure is also
required to be made about commissions payable to both the broker-dealer and the
registered representative and current quotations for the securities. Finally,
monthly statements are required to be sent disclosing recent price information
for the penny stock held in the account and information on the limited market in
penny stocks. Our market liquidity could be severely adversely affected by these
rules on penny stocks.

There are several risks relating to the infringement of our proprietary
-----------------------------------------------------------------------
technology.
----------

     We have obtained patents for our computer CPU cooling systems in Taiwan,
Japan, China, South Korea and the U.S.A. We cannot guarantee that these and
other intellectual property protection measures will be sufficient to prevent
misappropriation of our technology or that our competitors will not
independently develop technologies that are substantially equivalent or superior
to ours or otherwise obtain access to our know-how or that others will not be
issued patents which may prevent the sale of our products or require licensing
and the payment of significant fees or royalties by us for the pursuit of our
business. In addition, the legal systems of many foreign countries, including
China, do not protect intellectual property rights to the same extent as the
legal system of the United States. If we are unable to adequately protect our
proprietary information and technology, our business, financial condition and
results of operations could be materially adversely affected.

     Furthermore, litigation may be necessary to enforce and protect our
intellectual property rights. Any intellectual property litigation could be
costly and could cause diversion of management's attention from the operation of
our business. Adverse determinations in any litigation could result in the loss
of our proprietary rights, subject us to significant liabilities or require us
to seek licenses from third parties that may not be available on commercially
reasonable terms, if at all. We could also be subject to court orders preventing
us from manufacturing or selling our products, which could adversely affect our
business.

Our stock is very volatile and subject to significant fluctuations.
------------------------------------------------------------------

     Our stock price could be subject to wide fluctuations in the future in
response to many events or factors, including those discussed in the preceding
risk factors relating to our operations, as well as:

     *    actual or anticipated fluctuations in operating results;
     *    changes in expectations as to future financial performance or changes
          in financial estimates or buy/sell recommendations of securities
          analysts;
     *    changes in governmental regulations or policies in China;
     *    our, or a competitor's, announcement of new products or technological
          innovations; and
     *    the operating and stock price performance of other comparable
          companies.

     General market conditions and domestic or international macroeconomic
factors unrelated to our performance may also affect our stock price. For these
reasons, investors should not rely on recent trends to predict future stock
prices or financial results. In addition, following periods of volatility in a
company's securities, securities class action litigation against a company is
sometimes instituted. This type of litigation could result in substantial costs
and the diversion of management time and resources.


                                       18
<PAGE>


ITEM 7. FINANCIAL STATEMENTS.

     Our consolidated financial statements for the fiscal year ended December
31, 2003 and 2002 (restated), and the reports thereon of Livingston, Wachtell &
Co., LLP, are included in this annual report and are incorporated herein by
reference.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
        AND FINANCIAL DISCLOSURE.

     There have been no disagreements regarding accounting and financial
disclosure matters with our independent certified public accountants.

ITEM 8A. CONTROLS AND PROCEDURES.

     Within 90 days of the filing of this Form 10-KSB, an evaluation was carried
out under the supervision and with the participation of our management,
including Bill Liao, our Chairman, Chief Executive Officer and President and
Grace Chang, our Chief Financial Officer and General Manager, of the
effectiveness of our disclosure controls and procedures. Disclosure controls and
procedures are procedures that are designed with the objective of ensuring that
information required to be disclosed in our reports filed under the Securities
Exchange Act of 1934, such as this Form 10-KSB, is recorded, processed,
summarized and reported within the time period specified in the Securities and
Exchange Commission's rules and forms. Based on that evaluation, Mr. Liao
concluded that our disclosure controls and procedures are effective to satisfy
the objectives for which they are intended.

     There were no significant changes in our internal controls or in other
factors that could significantly affect these internal controls subsequent to
the date of our most recent evaluation.


                                       19
<PAGE>


                                    PART III

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

DIRECTORS

     Our directors and officers as of December 31, 2003, are:

     Name                           Age         Position
     ----                           ---         --------

     Bill Liao                      46          Chairman, CEO and President
     Hong Juin (Grace) Chang        39          Director, General Manager and
                                                  Chief Financial Officer
     Shiu-Li (Lilly) Ku             33          Director, VP Sales and Marketing

     BILL LIAO received his B.S. degree in mechanical engineering from Nan-Kai
Institute of Technology. From 1977 through 1979 he attended the Chinese Air
Force Academy in the jet fighter pilot program. From 1979 through 1984 he served
as a pilot in the Chinese Air Force. He has been employed at Cirmaker Taiwan,
our subsidiary, since 1984 where he now serves as the Chairman, Chief Executive
Officer and President. Since 2002 he also studied in the MBA program at National
Central University. Mr. Liao is Mrs. Chang's husband. Mr. Liao has significant
experience in the electronics field having held several sales management
positions in various electronics companies prior to co-founding Cirmaker with
his wife Ms. Chang.

     HONG JUIN (GRACE) CHANG has an MBA from National Broadcast University. She
co-founded Cirmaker with her husband, Bill Liao, and has been employed at
Cirmaker Taiwan, our subsidiary, since 1984 where she now serves as the Chief
Financial Officer, General Manager and as a director. Mrs. Chang is Mr. Liao's
wife.

     SHIU-LI (LILLY) KU has a B.S. in Business Management from Wan Long
Institute of Technology. She is employed by Cirmaker Taiwan, our subsidiary,
where she is the Vice President of Sales and Marketing. She has been employed by
Cirmaker Taiwan for the last five years and held the position of sales
representative prior to becoming the Vice President of Sales and Marketing.

MANAGEMENT

     In addition to Mr. Liao, Ms. Chang and Ms. Ku, who are all both directors
and members of our executive management team as described above, the following
people are also a members of our executive management team.

     Name                           Age         Position
     ----                           ---         --------

     Charles Skeele                 51          General Manager, U.S. Operations
     William Chen                   53          Chief Development Officer,
                                                  China Operations
     Shih-Tang (Peter) Liao         44          Vice General Manager

     CHARLES SKEELE joined Cirmaker in September, 2003 as the Chief Executive
Officer and the Chief Financial Officer. In February 2004 Mr. Skeele resigned
from such positions and assumed the role of General Manager, U.S. Operations. A
graduate of the Harvard Business School, Mr. Skeele was chief executive officer
of Microsource CAD/CAM from 1984 to 1997. During the period from 1997 through
September 2003, Mr. Skeele has worked as a consultant for various businesses.
Mr. Skeele will work with the company's advisory teams to oversee relations with
U.S. investors and development of business opportunities in the U.S.


                                       20
<PAGE>


     WILIAM CHEN, who joined Cirmaker in January, 2003, was named Chief
Development Officer, China Operations in February 2004. In this new position, he
heads up marketing and business development for Cirmaker's operations in the
Peoples' Republic of China. Mr. Chen successfully started and ran businesses in
import/export, metals and construction in Taiwan since 1978. Mr. Chen also
co-founded and ran the Vancouver Telephone Company, a telecommunications
business in Canada, which was subsequently acquired by a NASDAQ-listed company.

     SHIH-TANG (PETER) LIAO is the Vice General Manager of Cirmaker. For the
past five years he has held various positions at Cirmaker mostly involving
sales, marketing and business development. He was promoted to the position of
Vice General Manager in 2000. Peter Liao is Bill Liao's brother.

AUDIT COMMITTEE FINANCIAL EXPERT

     We do not currently have an Audit Committee Financial Expert. We intend to
seek a qualified independent expert to become a member of our board of directors
in 2004. Before retaining any such expert our board would make a determination
as to whether such person is independent.

CODE OF ETHICS

     On March 3, 2004, our board of directors adopted a code of ethics that our
principal financial officer, principal accounting officer or controller and any
person who may perform similar functions is subject to. We have filed the code
of ethics as exhibit 14 to this Annual Report on Form 10-KSB.

ITEM 10. EXECUTIVE COMPENSATION.

     The following table sets forth information concerning all cash and non-cash
compensation awarded to, earned by or paid to Bill Liao and Charles Skeele who
both served as our Chief Executive Officer at times during the 2003 fiscal year,
and the four most highly compensated officers other than the Chief Executive
Officers, and up to two other executive officers, if any, who earned over
$100,000 and was serving at the end of our last fiscal year December 31, 2003,
for services in all capacities to us.

<TABLE>
<CAPTION>
                                            SUMMARY COMPENSATION TABLE

                               ANNUAL COMPENSATION               LONG-TERM COMPENSATION
                               -------------------               ----------------------
                                                                 AWARDS                      PAYOUTS
                                                                 ------                      -------
                                                     OTHER                    SECURITIES                ALL
                                                     ANNUAL      RESTRICTED   UNDERLYING                OTHER
NAME                                                 COMP-       STOCK        OPTIONS/       LTIP       COMPEN-
AND PRINCIPAL                   SALARY     BONUS     ENSATION    AWARDS       SARS           PAYOUTS    SATION
POSITION               YEAR     ($)        ($)       ($)         ($)          (#)            ($)        ($)
<S>                    <C>      <C>        <C>       <C>         <C>          <C>            <C>        <C>
Bill Liao              2003     56,075     0         0           0            800,000        0          1,781(c)
  Chief Executive      2002     56,075     0         0           0            0              0          1,781(c)
  Officer and          2001     56,075     0         0           0            0              0          1,781(c)
  President(a)

Charles Skeele         2003     37,500     0         0           0            0              0          0
  General Manager,     2002     0          0         0           0            0              0          0
  U.S. Operations      2001     0          0         0           0            0              0          0


                                       21
<PAGE>


Hong Juin (Grace)      2003     46,850     0         0           0            800,000        0          0
Chang                  2002     46,850     0         0           0            0              0          0
  General Manager      2001     46,850     0         0           0            0              0          0
  and Chief
  Financial Officer

William Chen           2003     0          0         0           0            2,000,000      0          0
  Chief Development    2002     0          0         0           0            0              0          0
  Officer - China      2001     0          0         0           0            0              0          0
  Operations

Shiu-Li (Lilly) Ku     2003     35,490     0         0           0            300,000        0          0
  Vice President of    2002     35,490     0         0           0            0              0          0
  Sales and Marketing  2001     35,490     0         0           0            0              0          0

Shih-Tang              2003     45,000     0         0           0            600,000        0          0
(Peter) Liao           2002     45,000     0         0           0            0              0          0
  Vice General         2001     45,000     0         0           0            0              0          0
  Manager

------------------------
<FN>
(a) Bill Liao served as our Chief Executive Officer from January 1, 2003 through
September, 2003 and from February 2004 to the current date. Mr. Liao also serves
as the President and Chief Executive Officer of Cirmaker Taiwan and has served
in such capacity since its inception.

(b) Charles Skeele served as our Chief Executive Officer and Chief Financial
Officer from September, 2003 through December 31, 2003. He resigned from such
position in February 2004 and is currently our General Manager, US Operations.

(c) This amount represents annual lease payments for a vehicle leased by
Cirmaker Taiwan for use by Mr. Liao.
</FN>
</TABLE>


                                       22
<PAGE>


                        OPTION GRANTS IN LAST FISCAL YEAR

     The following table sets forth the grant of stock options made during the
year ended December 31, 2003 to the persons named in the Summary Compensation
Table:

<TABLE>
<CAPTION>
                                            % OF TOTAL
                        NUMBER OF           OPTIONS GRANTED
                        SECURITIES          TO EMPLOYEES
                        UNDERLYING          IN FISCAL           EXERCISE
NAME                    OPTIONS GRANTED     PERIOD(c)           PRICE PER SHARE     EXPIRATION DATE(d)
----                    ---------------     ---------           ---------------     ------------------
<S>                        <C>                   <C>                 <C>                  <C>
Bill Liao                   800,000              17.77%              $0.35                12/29/05
  Chief Executive
  Officer and
  President

Charles Skeele                -0-                  -0-                -0-                    n/a
  General Manager,
  U.S. Operations

Hong Juin (Grace)           800,000              17.77%              $0.35                12/29/05
Chang
  General Manager and
  Chief Financial
  Officer

William Chen               2,000,000             44.44%              $0.50                12/23/05
  Chief Development
  Officer, China
  Operations

Shiu-Li (Lilly) Ku          300,000               6.67%              $0.35                12/29/05
  Vice President of
  Sales and Marketing

Shih-Tang (Peter) Liao      600,000              13.34%              $0.35                12/29/05
  Vice General Manager
</TABLE>


                                       23
<PAGE>

     The following table sets forth information with respect to unexercised
stock options held by the persons named in the Summary Compensation Table at
December 31, 2003. No stock options were exercised in 2003 by those persons.

<TABLE>
<CAPTION>
                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUES

                                 NUMBER OF UNEXERCISED           VALUE OF UNEXERCISED IN-
                               OPTIONS AT FISCAL YEAR-END      THE-MONEY OPTIONS AT FISCAL
                                           #                         YEAR-END($)(a)
                               --------------------------      ---------------------------
NAME                           EXERCISABLE  UNEXERCISABLE      EXERCISABLE  UNEXERCISABLE
----                           -----------  -------------      -----------  -------------
<S>                             <C>              <C>           <C>               <C>
Bill Liao                        800,000         -0-            $280,000         $0

Charles Skeele                     -0-           -0-               -0-           -0-

Hong Juin (Grace) Chang          800,000         -0-            $280,000         $0

William Chen                    2,000,000        -0-           $1,000,000        $0

Shiu-Li (Lilly) Ku               300,000         -0-            $105,000         $0

Shih-Tang (Peter) Liao           600,000         -0-            $210,000         $0
</TABLE>

COMPENSATION OF DIRECTORS

     All directors are reimbursed for out-of-pocket expenses in connection with
attendance at board of director's and/or committee meetings.

NO EMPLOYMENT AGREEMENTS

     We do not have any written employment agreements with our executive
officers, however, we may enter into written employment agreements in the
future.

BENEFIT PLANS

     In 1999, Cirmaker Taiwan established an independent defined benefit
retirement plan in accordance with the Taiwan Labor Standard Law promulgated by
the President on July 30th, 1984 by Order of Hwa Zhong-I-Tze-No.14069 for all
regular employees. Cirmaker Taiwan contributes the minimum required contribution
coverage, 2% of salaries paid monthly to an account of the "Pension Fund
Management Committee" with the Central Trust of China and expects to make the
same minimum required contribution coverage percentage of 2% in 2004 and future
years. The pension fund balances are not reflected in Company's financial
statements.

     Retirement benefits are based on prior salary history (pre-retirement prior
six months average salary), plus years of credited service. For the period of
credited service, 1-15 years, the plan participant earns 2 months of salary each
year. After 15 years, the plan participant earns 1 month of salary each year, up
to a total maximum of 45 months salary. Retirement benefits are generally paid
out to employees as a lump sum payment. Voluntary retirement occurs if the
employee attains age 55 and has worked for 15 years or when the employee has
worked for more than 25 years.


                                       24
<PAGE>


COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT

     Section 16(a) of the Exchange Act required our executive officers and
directors, and person who beneficially own more than ten percent of our equity
securities, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission. Officers, directors and greater than ten
percent shareholders are required by SEC regulation to furnish us with copies of
all Section 16(a) forms they file. Based on its review of the copies of such
forms received by us, we believe that during the year ended December 31, 2003,
all such filing requirements applicable to its officers and directors were
complied with, except that various directors, officers and others were late in
filing Form 3, Form 4 and other reports during the fiscal year ended December
31, 2003.

LIMITED LIABILITY AND INDEMNIFICATION

     Our bylaws provide that we must indemnify our directors and officers to the
fullest extent not prohibited by the Nevada General Corporation Law. We may
modify the extent of this indemnification by individual contracts with our
directors and officers. Notwithstanding the foregoing, we are not required to
indemnify any director or officer in connection with any proceeding initiated by
such person unless (i) the indemnification is expressly required by law, (ii)
the proceeding was authorized by our board of directors, (iii) the
indemnification is provided by us, in our sole discretion, pursuant to the
powers vested under the Nevada General Corporation Law, or (iv) the
indemnification is otherwise required by our bylaws.

     In as much as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, or otherwise, we have been informed 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. In the event that a claim for indemnification against such
liabilities (other than the payment by us of expenses incurred or paid by a
director, officer or controlling person in the successful defense or any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with any of our securities that are being registered, we will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

CONSULTANTS

     We retain consultants to the extent management deems necessary and
appropriate. We will not delegate our authority and responsibility to make
management decisions to consultants or any other persons, nor shall any
consultant have any discretionary authority or the authority to bind us in any
material respect.


                                       25
<PAGE>


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following table sets forth information relating to the beneficial
ownership of our common stock by (a) any person who is known to us to be the
beneficial owner of more than five percent of our common stock, (b) each
director and each of the named executive officers, and (c) the directors and
executive officers as a group as of December 31, 2003.

<TABLE>
<CAPTION>
Name of Shareholder                    Number of Shares      Percentage of Class
<S>                                    <C>                         <C>
Chuan-Ho Chen                              1,482,000                5.74%

Bill Liao                                4,082,858(1)              17.82%

Jong Juin (Grace) Chang                  4,082,858(1)              17.82%

Shiu-Li (Lilly) Ku                        300,000(2)                1.15%

Charles Skeele                                -0-                    -0-

William Chen                             2,000,000(3)               7.19%

Shih-Tang (Peter) Liao                    600,000(4)                2.36%

Directors and officers as a group      6,982,858(1)-(4)            23.04%
(6 persons)

---------------------
<FN>
     (1) Includes 3,282,855 shares that are held of record by Bill Liao, Ms.
Chang's husband. These shares are deemed to be beneficially owned by Ms. Chang.
Ms. Chang disclaims beneficial ownership of such shares. Also includes 800,000
options held by Mr. Liao and 800,000 options held by Mrs. Chang that are
exercisable within 60 days and deemed beneficially owned by each such person.
     (2) Consists of options to purchase 300,000 shares of the issuer's common
stock that are exercisable within 60 days and deemed beneficially owned by such
person.
     (3) Consists of options to purchase 2,000,000 shares of the issuer's common
stock that are exercisable within 60 days and deemed beneficially owned by such
person.
     (4) Consists of options to purchase 600,000 shares of the issuer's common
stock that are exercisable within 60 days and deemed beneficially owned by such
person.
</FN>
</TABLE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     At December 31, 2003, our general manager/chief financial officer, related
party to the major stockholder, advanced $272,978 to us for short-term working
capital purposes. The advances are interest free and only for short periods of
time, payable on demand. The maximum borrowings from all related parties at any
point were $821,737 and $526,679 during fiscal years 2003 and 2002.

     In a related party stock transaction occurring prior to the reverse
acquisition of Cirmaker Taiwan, we sold 2,000,000 shares of our common stock to
one individual, who is related to one of our affiliates. We sold these shares at
$.10 per share for an aggregate price of $200,000.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

EXHIBIT NUMBER      DESCRIPTION OF EXHIBIT

3.1*                Articles of Incorporation (Incorporated by reference to
                    Exhibit 3.1 of the Company's Registration Statement on Form
                    SB-2, filed with the SEC on September 26, 2001.)


                                       26
<PAGE>


3.2*                Bylaws of the Company (Incorporated by reference to Exhibit
                    3.2 of the Company's Registration Statement on Form SB-2
                    filed with the SEC on September 26, 2001)

4.1*                Share Certificate (Incorporated by reference to Exhibit 4.1
                    of the Company's Registration Statement on Form SB-1,
                    Amendment No. 1, filed on January 8, 2002.)

10.1*               Stock Purchase Agreement, dated December 3, 2002, between
                    the Company and Cirmaker Industry Co., Ltd. (Incorporated by
                    reference to the Company's Form 8-K filed on December 6,
                    2002.)

10.2*               Amendment to Stock Purchase Agreement (Incorporated by
                    reference to the Company's Form 8-K/A filed on February 10,
                    2003.)

10.2*               Asset Sale Agreement, dated January 31, 2003, between the
                    Company and Peter Smith. (Incorporated by reference to
                    Exhibit 10.2 to the Form 10-QSB/A of the Company filed on
                    September 22, 2003.)

10.3*               Investment and Cooperation Agreement with IDN Telecom, Inc.
                    (Incorporated by reference to Exhibit 10.1 to the Company's
                    Form 10-QSB filed on June 25, 2003.)

10.4*               Regulation S Subscription Agreement, dated August 5, 2003,
                    between the Company and Universal Securities Corp. relating
                    to subscription rights for 1,000,000 shares of common
                    (Incorporated by reference to Exhibit 10.1 to the Company's
                    Form 10-QSB filed on November 21, 2003.)

10.5*               Regulation S Subscription Agreement, dated August 5, 2003,
                    between the Company and Universal Securities Corp. relating
                    to subscription rights for 7,500,000 shares of common stock.
                    (Incorporated by reference to Exhibit 10.2 to the Company's
                    Form 10-QSB filed on November 21, 2003.)

10.6                Contract, dated February 2, 2004, among the Company, Shaanxi
                    Ruyi Electric Company and Shaanxi New Century Electric Co.
                    Ltd.

10.7                Trust documents establishing Company's indirect ownership by
                    trust of the Company's equity interest in Cirmaker Taiwan.
                    14 Code of Ethics

21                  Description of Subsidiaries

31.1                Certification of Principal Executive Officer

31.2                Certification of Principal Financial Officer

32                  Section 1350 Certifications

*    Incorporated by reference as indicated.

FORM 8-K REPORTS

     A Form 8-K report was filed by us on October 7, 2003, disclosing a change
of our auditors.


                                       27
<PAGE>


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES

     The aggregate fees billed for each of the fiscal years ended December 31,
2003 and 2002 for professional services rendered by the principal accountant for
the audit of our annual financial statements and review of the financial
statements included in our Form 10-QSB or services that are normally provided by
the accountant in connection with statutory and regulatory filings or
engagements for those fiscal years were $85,000 and $25,000, respectively.

AUDIT RELATED FEES

     The aggregate fees billed in the fiscal year ended December 31, 2003 and
2002 for assurance and related services by the principal accountant that are
reasonably related to the performance of the audit or review of the registrant's
financial statements and are not reported under the paragraph captioned "Audit
Fees" above are $0 and $0, respectively.

TAX FEES

     The aggregate fees billed in the fiscal years ended December 31, 2003 and
2002 for professional services rendered by the principal accountant for tax
compliance, tax advice and tax planning were $0 and $0, respectively.

ALL OTHER FEES

     The aggregate fees billed in the fiscal years ended December 31, 2002 and
2001 for products and services provided by the principal accountant, other than
the services reported above under other captions of this Item 14 are $0 and $0,
respectively.

PRE-APPROVAL POLICIES AND PROCEDURES

     On February 27, 2004 our board of directors adopted resolutions in
accordance with the Sarbanes-Oxley Act of 2002 requiring pre-approval of all
auditing services and all audit related, tax or other services not prohibited
under Section 10A(g) of the Securities Exchange Act of 1934, as amended to be
performed for us by our independent auditors, subject to the de minimus
exception described in Section 10A(i)(1)(B) of the Exchange Act. These
resolutions authorized our independent auditor to perform audit services
required in connection with the annual audit relating to the fiscal year ended
December 31, 2003 and the quarterly reviews for the subsequent fiscal quarters
of 2004 through the review for the quarter ended September 30, 2004 at which
time additional pre-approvals for any additional services to be performed by our
auditor would be sought from the Board. Our board of directors also appointed
and authorized Hong Juin (Grace) Chang to grant pre-approvals of other audit,
audit-related, tax and other services requiring board approval to be performed
for us by our independent auditor, provided that the designee, following any
such pre-approvals, thereafter reports the pre-approvals of such services at the
next following regular meeting of the Board.

     The percentage of audit-related, tax and other services that were approved
by the board of directors is zero (-0-).


                                       28
<PAGE>


                                   SIGNATURES

In accordance with section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant caused this Report on Form 10-KSB to be signed on its behalf by
the undersigned, thereto duly authorized individual.

Date: April 26, 2004

                                         CIRMAKER TECHNOLOGY CORPORATION


                                         By:           /s/ Bill Liao
                                            -----------------------------------
                                              Bill Liao
                                              Chairman, Chief Executive Officer
                                              and President

In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.

      Signature                          Title                         Date
      ---------                          -----                         ----


    /s/ Bill Liao            Chairman, CEO and President          April 26, 2004
-----------------------
      Bill Liao

                             Director, General Manager and
  /s/ Hong Juin Chang        Chief Financial Officer              April 26, 2004
-----------------------
    Hong Juin Chang


    /s/ Shiu-Li Ku           Director                             April 26, 2004
-----------------------
      Shiu-Li Ku


                                       29
<PAGE>

                         CIRMAKER TECHNOLOGY CORPORATION

                 INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

                                                                      Page
                                                                      ----

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS                        F-1

INDEPENDENT AUDITORS' REPORT                                          F-2

CONSOLIDATED FINANCIAL STATEMENTS:

     BALANCE SHEETS                                                   F-3

     STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS                  F-4

     STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY                    F-5

     STATEMENTS OF CASH FLOWS                                         F-6 - F-7

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                        F-8 - F-32


                                      F-1
<PAGE>




<PAGE>


<TABLE>
<C>                           <C>                                <C>
     BRANCH OFFICE                                                         TEL 212-840-2595
    20 LEBANON ROAD                                                        FAX 212-840-7239
SCARSDALE, NY 10583-7122                                                    www.lwccpa.com
      914-723-3376
                              LIVINGSTON, WACHTELL & CO., LLP
                               CERTIFIED PUBLIC ACCOUNTANTS
                                1140 AVENUE OF THE AMERICAS
LEONARD L. EIGER, C.P.A.           NEW YORK, NY 10036-5803       JAY J. LIVINGSTON, C.P.A. (1919-1972)
IRA E. COHEN, C.P.A.                                             THEODORE WACHTELL, C.P.A. (1919-1966)
JAMES R. GRIMALDI, C.P.A.                                        HERBERT H. REYBURN, C.P.A. (1934-1985)
LAWRENCE GOLDMAN, C.P.A.                                         IRVING ZUCKERMAN, C.P.A. (1965-1985)
                                                                 SAM BECKER, C.P.A. (1971-2001)
</TABLE>

                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

To the Board of Directors
Cirmaker Technology Corporation
Taoyuan, Taiwan

We have audited the accompanying consolidated balance sheets of Cirmaker
Technology Corporation (formerly Wrestle-Plex Sports Entertainment Group, Ltd.)
and subsidiaries as of December 31, 2003 and December 31, 2002 as restated, and
the related consolidated statements of operations and comprehensive loss,
changes in stockholders' equity and cash flows for the years ended December 31,
2003 and 2002 as restated. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated 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 provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Cirmaker Technology Corporation (formerly Wrestle-Plex Sports Entertainment
Group, Ltd.) and subsidiaries as of December 31, 2003 and December 31, 2002 as
restated, and the consolidated results of its operations and comprehensive loss,
changes in stockholders' equity and its consolidated cash flows for the years
ended December 31, 2003 and December 31, 2002 as restated, in conformity with
accounting principles generally accepted in the United States of America.


/s/ Livingston, Wachtell & Co., LLP
New York, New York
March 6, 2004


                                      F-2
<PAGE>


                        CIRMAKER TECHNOLOGY CORPORATION

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                        December 31,
                                                                        ------------
                   Assets                                          2003             2002
                   ------                                          ----             ----
                                                                                 (Restated)
<S>                                                            <C>              <C>
Current assets:
   Cash and cash equivalents                                   $    237,125     $    378,721
   Restricted cash                                                  680,432          659,108
   Trade receivables, net                                         6,598,711        5,681,406
   Inventory                                                      1,651,562        2,605,976
   Deferred tax asset                                               145,643          434,725
   Other current assets                                             538,166          340,216
                                                               ------------     ------------
        Total current assets                                      9,851,639       10,100,152

Property, plant and equipment, net                                6,039,104        6,104,775
Equity investments                                                  644,319          100,885
Deferred tax asset                                                  263,379          136,681
Other assets                                                        264,224           67,625
                                                               ------------     ------------

        Total assets                                           $ 17,062,665     $ 16,510,118
                                                               ============     ============

    Liabilities and Stockholders' Equity
    ------------------------------------
Current liabilities:
   Bank notes                                                  $  5,004,472     $  3,383,882
   Trade payables                                                 2,269,735        3,662,058
   Accrued liabilities and taxes payable                          1,229,719          589,235
   Due to stockholder                                               272,978           -
   Current portion of long-term debt                                282,771          253,476
                                                               ------------     ------------
        Total current liabilities                                 9,059,675        7,888,651

Bank notes, long-term                                             1,417,869        1,597,954
Accrued pension liability                                           255,020          173,093
                                                               ------------     ------------
                                     Total liabilities           10,732,564        9,659,698

Minority interest                                                 1,778,427            -

Commitments and contingencies - note 10

Stockholders' equity
   Preferred stock; $.001 par value; 50,000,000 shares
     authorized, no shares issued  and outstanding                     -               -
   Common stock; 100,000,000 shares authorized;
     25,808,000 and 10,692,000 shares issued
     and outstanding                                                 25,808        6,426,070
   Additional paid-in capital                                     6,333,729          860,724
   Accumulated deficit                                           (1,665,648)         (86,715)
   Accumulated other comprehensive loss                            (142,215)        (349,659)
                                                               ------------     ------------
        Total stockholders' equity                                4,551,674        6,850,420
                                                               ------------     ------------

        Total liabilities and stockholders' equity             $ 17,062,665     $ 16,510,118
                                                               ============     ============
</TABLE>


                   The accompanying notes are an integral part
                    of the consolidated financial statements.


                                      F-3
<PAGE>


                        CIRMAKER TECHNOLOGY CORPORATION

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                             AND COMPREHENSIVE LOSS

<TABLE>
<CAPTION>
                                                                     For the Year Ended
                                                                        December 31,
                                                                        ------------
                                                                   2003             2002
                                                                   ----             ----
                                                                                 (Restated)
<S>                                                            <C>              <C>
Net sales                                                      $ 16,631,013     $ 19,222,222
Cost of sales                                                    14,060,175       16,731,537
                                                               ------------     ------------

   Gross profit                                                   2,570,838        2,490,685

Operating expenses:
Research and development                                            111,055          171,278
Sales and marketing                                                 589,010          576,436
General and administrative                                        2,344,723          814,504
Impairment loss on equity investments                               650,482           42,734
Reorganization expenses                                             196,899            -
                                                               ------------     ------------

   Total operating expenses                                       3,892,169        1,604,952
                                                               ------------     ------------

Income (loss) from operations                                    (1,321,331)         885,733

Other income (expense):
Interest expense                                                   (262,849)        (237,411)
Foreign currency transaction gains                                   83,035          130,318
Other income, net                                                    72,646           45,975
                                                               ------------     ------------
   Total other expense                                             (107,168)         (61,118)
                                                               ------------     ------------
Income (loss) before income taxes
   and minority interest                                         (1,428,499)         824,615

Provision for income taxes                                          125,898          260,399
                                                               ------------     ------------

Income (loss) before minority interest                           (1,554,397)         564,216

Minority interest in net income of
   consolidated subsidiaries                                        (45,962)           -
                                                               ------------     ------------

Net income (loss)                                              $ (1,600,359)    $    564,216
Foreign currency translation adjustment                             160,768           41,558
                                                               ------------     ------------

Comprehensive income (loss)                                    $ (1,439,591)    $    605,774
                                                               ============     ============

Basic and diluted income (loss) per share                      $       (.06)    $        .05
                                                               ============     ============

Weighted average number of common
   shares outstanding                                            22,700,384       10,692,000
                                                               ============     ============
</TABLE>


                   The accompanying notes are an integral part
                    of the consolidated financial statements.


                                      F-4
<PAGE>


                        CIRMAKER TECHNOLOGY CORPORATION

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

     FOR THE YEARS ENDED DECEMBER 31, 2003 AND DECEMBER 31, 2002 (Restated)

<TABLE>
<CAPTION>
                                                                             Additional                      Other
                                                      Common Stock            Paid-in                    Comprehensive
                                              Shares Issued     Amount        Capital        Deficit     Income (Loss)      Total
                                              -------------     ------        -------        -------     -------------      -----
<S>                                            <C>            <C>           <C>           <C>             <C>           <C>
Balance, December 31, 2001 - original          10,692,000     $ 6,426,070   $   860,724   $    325,393    $ (391,217)   $ 7,220,970
Restatements - 2001                                 -               -             -           (976,324)        -           (976,324)
                                               ----------     -----------   -----------   ------------    ----------    -----------

Balance, December 31, 2001 - restated          10,692,000     $ 6,426,070   $   860,724   $   (650,931)   $ (391,217)   $ 6,244,646
Foreign currency translation gain                   -               -             -              -            41,558         41,558

Net income for the year - restated (note 13)        -               -             -            564,216         -            564,216
                                               ----------     -----------   -----------   ------------    ----------    -----------
Balance, December 31, 2002 - restated          10,692,000       6,426,070       860,724        (86,715)     (349,659)     6,850,420

Proceeds from sale of common stock -
  prior to recapitalization                     2,000,000           2,000       198,000          -             -            200,000

Common stock issued for services -
  prior to recapitalization                       500,000             500       354,500          -             -            355,000

Recapitalization - March - other than
  minority interest                            15,008,000      (4,815,130)    4,260,130          -             -           (555,000)

Recapitalization - March - minority interest   (2,642,000)     (1,587,882)     (212,685)        21,426        86,401     (1,692,740)

Proceeds from sale of common stock -
  net of issuance costs                           250,000             250       473,060          -             -            473,310

Options issued to employees                         -               -           400,000          -             -            400,000

Foreign currency translation gain                   -               -             -              -           160,768        160,768

Net loss for the year                               -               -             -         (1,554,397)                  (1,554,397)

Net loss - minority interest                        -               -             -            (45,962)      (39,725)       (85,687)
                                               ----------     -----------   -----------   ------------    ----------    -----------

Balance, December 31, 2003                     25,808,000     $    25,808   $ 6,333,729   $ (1,665,648)   $ (142,215)   $ 4,551,674
                                               ==========     ===========   ===========   ============    ==========    ===========
</TABLE>


                   The accompanying notes are an integral part
                    of the consolidated financial statements.


                                      F-5
<PAGE>


                        CIRMAKER TECHNOLOGY CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                     For the Year Ended
                                                                        December 31,
                                                                        ------------
                                                                   2003             2002
                                                                   ----             ----
                                                                                 (Restated)
<S>                                                            <C>              <C>
Cash flows from operating activities:
   Net income (loss)                                           $ (1,600,359)    $    564,216
   Adjustments to reconcile net income (loss) to net
     cash provided by (used in) operating activities:
     Depreciation and amortization                                  498,529          397,078
     Provision for losses on receivables                             84,969          119,172
     Inventory reserves                                               5,808           24,910
     Impairment loss on equity investments                          650,482           42,734
     Stock options issued for services                              400,000            -
     Minority interest                                               45,692            -
     Other, net                                                     167,577           91,883
   Changes in operating assets and liabilities:
     Trade receivables                                           (1,002,274)      (1,249,728)
     Inventory                                                      951,702       (1,079,729)
     Other current assets                                          (122,114)         (40,905)
     Trade payables                                              (1,162,898)       2,563,120
     Accrued liabilities and taxes payable                          714,055           42,461
                                                               ------------     ------------
   Net cash provided by (used in) operating activities             (368,831)       1,475,212
                                                               ------------     ------------

Cash flows from investing activities:
   Change in restricted cash                                        (21,324)        (431,810)
   Purchase of property and equipment                              (579,361)        (860,208)
   Purchase of equity investments                                (1,187,710)           -
   Other investing activities                                      (218,509)         (42,980)
                                                               ------------     ------------
   Net cash used in investing activities                         (2,006,904)      (1,334,998)
                                                               ------------     ------------

Cash flows from financing activities:
   Proceeds from (repayments of) bank notes                       1,620,590          967,561
   Proceeds from (repayments of) related
     party obligations                                              272,978         (523,665)
   Proceeds (repayments) of long-term debt                         (193,296)        (257,751)
   Proceeds from sale of common stock                               500,000            -
   Issuance costs from sale of common stock                         (26,690)           -
                                                               ------------     ------------
   Net cash provided by financing activities                      2,173,582          186,145
                                                               ------------     ------------
</TABLE>


                   The accompanying notes are an integral part
                    of the consolidated financial statements.


                                      F-6
<PAGE>


                        CIRMAKER TECHNOLOGY CORPORATION

                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)


<TABLE>
<CAPTION>
                                                                     For the Year Ended
                                                                        December 31,
                                                                        ------------
                                                                   2003             2002
                                                                   ----             ----
<S>                                                            <C>              <C>

Effect of exchange rate changes on cash                              60,287           32,007
                                                               ------------     ------------

Net increase (decrease) in cash and cash equivalents               (141,596)         358,366
Cash and cash equivalents, beginning of the year                    378,721           20,355
                                                               ------------     ------------
Cash and cash equivalents, end of the year                     $    237,125     $    378,721
                                                               ============     ============


Supplemental disclosure of cash flow information:
   Interest paid                                               $    266,507     $    234,947
                                                               ============     ============

   Income taxes paid                                           $    182,155     $     99,472
                                                               ============     ============
</TABLE>


                   The accompanying notes are an integral part
                    of the consolidated financial statements.


                                      F-7
<PAGE>




<PAGE>


                         CIRMAKER TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   ORGANIZATION, NATURE OF OPERATIONS AND BUSINESS ACQUISITION

     CIRMAKER TECHNOLOGY CORPORATION

     Cirmaker Technology Corporation, a Nevada corporation (the "Company"),
     formerly called Wrestle - Plex Sports Entertainment Group, Ltd. was
     incorporated on June 1, 2000. The Company, while operating under the name
     of Wrestle - Plex, was a Company in the development stage, and operated to
     provide sports entertainment, specifically in the area of professional
     wrestling. In 2002, the Company discontinued its operations and devoted all
     of its efforts towards effecting a business combination with an operating
     entity.

     On December 3, 2002, the Company entered into a stock purchase agreement
     which was later amended (as so amended, the "Purchase Agreement"), with
     Cirmaker Industry Co., Ltd. ("Cirmaker Taiwan"). Pursuant to the Purchase
     Agreement, on March 21, 2003 (the "Acquisition Date") the Company acquired
     approximately 75% of the issued and outstanding capital stock of Cirmaker
     Taiwan. As the other stockholders of Cirmaker Taiwan continue to exchange
     their Cirmaker Taiwan shares for shares of the Company, pursuant to the
     Purchase Agreement, the Company may eventually own Cirmaker Taiwan as a
     wholly-owned subsidiary.

     CIRMAKER TAIWAN

     Cirmaker Taiwan was incorporated under the Company Law of Taiwan, Republic
     of China ("ROC") on June 18, 1984.

     Cirmaker Taiwan is in the business of manufacturing a wide variety of
     electronic parts and components for sales primarily in the Asian markets.
     Its products include digital TV receivers (set top boxes), computer heat
     dispersion systems, electronic terminals, computer chips and various other
     electronic parts and accessories.

     ACQUISITION OF CIRMAKER TAIWAN

     Pursuant to the Purchase Agreement, Cirmaker Taiwan's stockholders,
     exchanged 16,100,000 shares of Cirmaker Taiwan capital stock (approximately
     75% of the outstanding Cirmaker Taiwan capital stock), for 8,050,000 shares
     of the Company's common stock, in 2 for 1 stock exchange, on the
     Acquisition Date. At December 31, 2003, there were 5,284,000 remaining
     shares of Cirmaker Taiwan that have not yet been exchanged with the
     Company. Cirmaker Taiwan will continue to negotiate with its minority
     interest stockholders to exchange their Cirmaker Taiwan shares for shares
     of the Company, pursuant to the Purchase Agreement.


                                      F-8
<PAGE>


                         CIRMAKER TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   ORGANIZATION, NATURE OF OPERATIONS AND BUSINESS ACQUISITION (Continued)

     ACQUISITION OF CIRMAKER TAIWAN (Continued)

     The Purchase Agreement has not yet been approved by the Taiwan Ministry of
     Economic Affairs ("Taiwan Ministry"). The Company is currently working on
     obtaining this approval from the Taiwanese government and determining what
     consequences the non-approval has on the Company. Such non-approval may
     impose certain restrictions on the Company.

     Due to the fact that the Purchase Agreement has not yet been approved by
     the Taiwan Ministry, the Company entered into separate Trust Agreements
     with 10 individuals, all related parties to Cirmaker Taiwan. In each trust,
     a certain number of shares of Cirmaker Taiwan's stock are currently being
     held in each of their names, as nominees of and trustee for the Company.
     Approximately 90% of these shares held in trusts are being held by a major
     shareholder who is also the President of the Company ("major stockholder")
     and members of his family. There can be no assurance that the trust
     arrangement will be upheld in the event of the bankruptcy of any of the
     trustees. The trustees are currently in the process of transferring the
     title of these shares from these trusts to the Company.

     Since the former stockholders of Cirmaker Taiwan and their related or
     affiliated parties now effectively control a majority of the issued and
     outstanding shares of the common stock of the Company, subsequent to the
     merger, and have appointed the current board of directors, this acquisition
     was accounted for as a recapitalization of Cirmaker Taiwan, whereby
     Cirmaker Taiwan is deemed to be the accounting acquirer and has adopted the
     capital structure of the Company. The Company has changed its fiscal year
     end to December 31, to match that of Cirmaker Taiwan as the accounting
     acquirer. Due to the recapitalization of Cirmaker Taiwan, all reference to
     the shares of Cirmaker Taiwan's common stock, have been restated to reflect
     the equivalent number of total shares of the Company's outstanding common
     stock on a post-acquisition basis.

     The Company did not have any assets or liabilities on the Acquisition Date.
     All financial information included in this Form 10-KSB report, prior to the
     Acquisition Date is the financial information of Cirmaker Taiwan, as if
     Cirmaker Taiwan had been the registrant. The financial information since
     the Acquisition Date, is that of the Company and its subsidiaries, on a
     consolidated basis.


                                      F-9
<PAGE>


                         CIRMAKER TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   ORGANIZATION, NATURE OF OPERATIONS AND BUSINESS ACQUISITION (Continued)

     ACQUISITION OF CIRMAKER TAIWAN (Continued)

     After the Acquisition Date, Cirmaker Taiwan created three wholly-owned
     subsidiaries. These subsidiaries are called Masterwealth Limited
     ("Masterwealth"), a British Virgin Islands corporation, Cirmaker Technology
     Corp. ("Technology"), a British Virgin Islands corporation, and Evergreat
     Technology Corp. ("Evergreat"), a Mauritius corporation. In addition,
     Masterwealth and Evergreat each have a wholly owned subsidiary corporation
     organized in the People's Republic of China ("PRC") with each of these PRC
     corporations having the same name as its parent company (collectively
     "Cirmaker PRC"). Cirmaker PRC has generally not yet commenced its
     operations in 2003. The total assets and liabilities reported by Cirmaker
     PRC at December 31, 2003, were $1,023,358 and $972,263, respectively.
     Cirmaker PRC is expected to commence its full operations in the second
     quarter of 2004. Cirmaker PRC is expected to manufacture and distribute its
     products, particularly set top boxes, in the PRC. The Company expects to
     make future significant capital investments and expand its business
     operations in the PRC. The Company is currently seeking to obtain approval
     from the Taiwan Ministry on the formation of, and the Company's investment
     in Masterwealth Limited, and its PRC subsidiary.

     Reorganization expenses are primarily professional fees that were incurred
     that related to the business acquisition and the related SEC filings. Total
     reorganization expenses for the year ended December 31, 2003 were $196,899.

     STOCK TRANSACTIONS - RELATED TO THE BUSINESS ACQUISITION

     The Company had 15,008,000 shares of common stock issued and outstanding
     prior to issuing 8,050,000 additional shares to the Cirmaker Taiwan
     shareholders on the Acquisition Date. Prior to the Acquisition Date, one
     stockholder held 10,000,000 shares of the Company's common stock. This
     stockholder sold 9,977,500 of such shares to five individual investors, who
     shortly thereafter, sold these shares to individual Taiwanese investors.


                                      F-10
<PAGE>

                         CIRMAKER TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   ORGANIZATION, NATURE OF OPERATIONS AND BUSINESS ACQUISITION (Continued)

     STOCK TRANSACTIONS - RELATED TO THE BUSINESS ACQUISITION (Continued)

     During the first quarter of 2003, prior to the Acquisition Date, the
     Company issued 500,000 shares of restricted common stock to consultants for
     consulting services rendered to the Company, in connection with the
     acquisition of Cirmaker Taiwan. These services were valued at the fair
     market value of the stock on the date of issuance, by the Company.

     The Company, in a related party stock transaction prior to the Acquisition
     Date, sold 2,000,000 shares of common stock to one individual, related to
     the major stockholder of the Company. The Company sold these shares at $.10
     per share for an aggregate price of $200,000.

     OTHER STOCK TRANSACTIONS

     In connection with a private placement, the Company sold 250,000 shares of
     restricted common stock after the Acquisition Date, to a company that was
     providing consulting services to Cirmaker Taiwan, involving the business
     acquisition transaction described above.

     The Company sold these shares at $2 per share, with the aggregate proceeds
     of $500,000 used to purchase shares in a long-term investment (refer to
     note 6). This private placement was done pursuant to Regulation S under the
     Securities Act of 1933.

     CONTROL BY PRINCIPAL STOCKHOLDERS

     The directors, executive officers of the Company and their related or
     affiliated parties own, beneficially and in the aggregate, a significant
     percentage of the voting power of the outstanding common shares of the
     Company. Accordingly, if the directors, executive officers and related or
     affiliated parties, voted their shares uniformly, they could have the
     ability to control the approval of most corporate actions, including
     increasing the authorized capital stock and issuance of additional stock of
     the Company and the dissolution, merger or sale of substantially all of the
     Company's assets.


                                      F-11
<PAGE>


                         CIRMAKER TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   ORGANIZATION, NATURE OF OPERATIONS AND BUSINESS ACQUISITION (Continued)

     RESTRICTIONS ON TRANSFER OF ASSETS OUT OF TAIWAN AND CHINA

     Dividend payments by Cirmaker Taiwan and Cirmaker PRC are limited by
     certain statutory regulations in Taiwan and China. In Taiwan, restrictions
     will be imposed due to non-approval of the above-mentioned business
     acquisition by the Taiwan Ministry. In China, no dividends may be paid
     without first receiving prior approval from the Foreign Currency Exchange
     Management Bureau. Dividend payments are restricted to 85% of profits,
     after tax in China. Repayments of loans or advances from Cirmaker PRC,
     unless certain conditions are met, will be restricted by the Chinese
     government.

     BUSINESS RISKS

     The Company has obtained various patents for its products. Intellectual
     property protection measures may not be sufficient to prevent
     misappropriation of the technology, or competitors may independently
     develop technologies that are substantially equivalent or superior to the
     Company's technology. Legal systems of many foreign countries, including
     the PRC, do not protect intellectual property rights to the same extent as
     the legal system of the United States. If the Company cannot adequately
     protect the proprietary information and technology, the business financial
     condition and results of operations could be materially or adversely
     affected.

     Other factors that could effect the Company's future operating results and
     cause future results to vary materially from expectations include, but are
     not limited to, lower than anticipated business derived from its customers,
     an inability to attract new customers and grow on its own, an inability to
     control expenses, technology changes in the industry, changes in regulatory
     requirements, a decline in the financial stability of the Company's
     customers and general uncertain economic conditions overseas, especially in
     China. Negative developments in these or other risk factors could have a
     material adverse effect on the Company's future financial position, results
     of operations, cash flows and its ability to continue its operations.


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION

     The consolidated financial statements for all periods presented include the
     financial statements of the Company which include the Company, from the
     Acquisition Date going forward, Cirmaker Taiwan and Cirmaker PRC. The
     consolidated statements have been prepared in accordance with accounting
     principles generally accepted in the United States of America. All
     significant intercompany transactions have been eliminated.


                                      F-12
<PAGE>


                         CIRMAKER TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     MINORITY INTEREST IN SUBSIDIARIES

     The Company records minority interest expense, which reflects the portion
     of the consolidated earnings of Cirmaker Taiwan, which are applicable to
     various stockholders (refer to note 1) owning approximately a 25% minority
     interest in Cirmaker Taiwan.

     USE OF ESTIMATES

     The preparation of financial statements in conformity with accounting
     principles generally accepted in the United States of America 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 financial statements, and reported amounts
     of revenues and expenses during the reporting period. Actual results could
     differ from those estimates.

     SIGNIFICANT ESTIMATES

     Several areas require significant management estimates relating to
     uncertainties for which it is reasonably possible that there will be a
     material change in the near term. The more significant areas requiring the
     use of management estimates related to valuation of trade receivables and
     inventory reserves, contingent liabilities, fair value of long term
     investments, impairment of long-lived assets, fair value of services for
     stock based compensation and the useful lives for amortization and
     depreciation.

     FOREIGN CURRENCY TRANSLATION

     The functional currency for Cirmaker Taiwan is the New Taiwan Dollar. The
     functional currency for Cirmaker PRC is the Yuan, Renminbi. Assets and
     liabilities of the Company's foreign operations are translated into U.S.
     dollars at the exchange rates in effect at the balance sheet date; revenues
     and expenses are translated using the average exchange rates in effect
     during the period. The cumulative translation adjustments are included in
     accumulated other comprehensive income (loss), which is a separate
     component of stockholders' equity. Foreign currency transaction gains or
     losses are included in the results of operations.


                                      F-13
<PAGE>


                         CIRMAKER TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     CONCENTRATIONS OF CREDIT RISK

     Financial instruments that potentially subject the Company to credit risk
     consist primarily of trade receivables. The Company extends credit to a
     substantial number of its customers and performs ongoing credit evaluations
     of those customers financial condition, while generally requiring no
     collateral.

     FAIR VALUE OF FINANCIAL INSTRUMENTS

     The Company's financial instruments, trade receivables, bank notes, trade
     payables and accrued liabilities approximate their carrying amounts due to
     the short-term nature of these instruments. Fair values of cash equivalents
     represent quoted market prices, if available. If no quoted market prices
     are available, fair values are estimated based on other factors. The fair
     value of amounts due to related parties is not determinable since it is not
     negotiated at arms length. The carrying value of the Company's long-term
     debt approximates fair value.

     The Company enters into forward contracts for hedging foreign currencies.
     The differences of the contract forward rate between the signing contract
     rate and the settlement date is amortized during the contract period. There
     were no significant gains or losses from these contracts in 2003 or 2002
     and there are no material open contracts at December 31, 2003 and 2002.

     CASH AND CASH EQUIVALENTS

     Money market funds and all highly liquid financial instruments, with an
     original maturity of three months or less, are considered to be cash
     equivalents.

     RESTRICTED CASH

     Restricted cash in banks is classified as a current asset. The restricted
     cash serves as collateral for various open letters of credit and short term
     bank loans. This cash is held in custody by the issuing bank and is
     restricted as to withdrawal or use. At December 31, 2003 and 2002, the
     Company had cash that was restricted totaling $680,432 and $659,108,
     respectively.

     TRADE RECEIVABLES

     Trade receivables are carried at original invoice amount less an estimate
     made for doubtful receivables based on a review of all outstanding amounts
     on a monthly basis. Management determines the allowance for doubtful
     accounts by regularly evaluating individual customer receivables and
     considering a customer's financial condition and credit history, and
     current economic conditions. Trade receivables are written off when deemed
     uncollectible upon evaluation of such account by Management. Recoveries of
     trade receivables previously written off are recorded as a reduction to bad
     debt expense, when received.


                                      F-14
<PAGE>


                         CIRMAKER TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     INVENTORY

     Inventories are stated at the lower of cost or market value, with cost
     being determined on a weighted average basis. Provisions made for inventory
     obsolescence and declines in market value are included in the reserve for
     obsolescence and expensed accordingly to cost of sales.

     PROPERTY, PLANT AND EQUIPMENT

     The cost of property, plant and equipment is depreciated using the
     straight-line method based on the lesser of the estimated useful lives of
     the assets or the lease term as follows: machinery equipment, 5-10 years;
     leased equipment, 5-8 years; miscellaneous equipment, 5 - 20 years;
     transportation equipment, 5 years; furniture and fixtures, 2 - 20 years;
     and buildings, 55 years.

     Repairs and maintenance expenditures are charged to operations as incurred.
     Major improvements and replacements, which extend the useful life of an
     asset, are capitalized and depreciated over the remaining estimated useful
     life of the asset. When assets are retired or sold, the costs and related
     accumulated depreciation and amortization are removed from the books and
     records and any resulting gain or loss is reflected in operations.

     EQUITY INVESTMENTS

     All equity investments are recorded at cost and are written down to their
     estimated recoverable amount if there is evidence of a decline in value
     that is other than temporary.

     Management evaluates related information in addition to quoted market
     prices, if any, in determining the fair value of these investments and
     whether an other than temporary decline in fair value exists. Factors
     indicative of an other than temporary decline include recurring operating
     losses, credit defaults and subsequent rounds of financings at an amount
     below the cost basis of the investment. The list is not all inclusive and
     management periodically weighs all quantitative and qualitative factors in
     determining if any impairment loss exists.

     The majority of equity investments (refer to note 6) are primarily based on
     a contractual relationship between the Company and the Investee. Therefore,
     it is not practicable to estimate the fair value of the equity instruments,
     because there are no transactions that in substance, are involving the
     equity investment alone.


                                      F-15
<PAGE>


                         CIRMAKER TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     IMPAIRMENT OF LONG-LIVED ASSETS

     The Company reviews its long-lived assets periodically to determine
     potential impairment by comparing the carrying value of the long-lived
     assets with the estimated future cash flows expected to result from the use
     of the assets, including cash flows from disposition. Should the sum of the
     expected future cash flows be less than the carrying value, the Company
     would recognize an impairment loss. Recoverability is based on the sum of
     undiscounted cash flows expected to be generated by the assets. An
     impairment loss would be measured by comparing the amount by which the
     carrying value exceeds the fair value of the long-lived assets.

     COMPREHENSIVE INCOME (LOSS)

     The Company, under SFAS No. 130, is required to report the changes in
     stockholders' equity from all sources during the period, including
     accumulated foreign currency translation adjustments. Foreign exchange
     translation gains of $160,768 and $41,558 are included in stockholders'
     equity for years ended December 31, 2003 and 2002, respectively, as shown
     on the statements of changes in stockholders' equity.

     REVENUE RECOGNITION

     The Company recognizes revenue from the sale of its products in accordance
     with the U.S. Securities and Exchange Commission's (SEC) Staff Accounting
     Bulletin No. 101, Revenue Recognition in Financial Statements. In SAB No.
     101, the SEC expressed its view that revenue was realizable and earned when
     the following four criteria were met: (1) persuasive evidence of an
     arrangement exists; (2) delivery has occurred and title has passed
     according to the sale terms, (3) the seller's price to the buyer is fixed
     or determinable; and (4) collectibility is reasonably assured.

     Shipping and handling costs incurred by the Company are included in cost of
     goods sold and those costs, that are billed to customers, are included in
     net sales.

     RESEARCH AND DEVELOPMENT COSTS

     Company sponsored research and development costs, related to both present
     and future products, are charged to operations when incurred.

     EARNINGS (LOSS) PER SHARE

     The Company accounts for earnings per share under the provisions of
     Statement of Financial Accounting Standards (SFAS) No. 128, Earnings Per
     Share, which requires a dual presentation of basic and diluted earnings per
     share. Basic earnings per share excludes dilution and is computed by
     dividing income available to common stockholders by the weighted average
     number of common shares outstanding for the period.


                                      F-16
<PAGE>


                         CIRMAKER TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     ADVERTISING COSTS

     The Company expenses all advertising costs as incurred. The Company
     expensed approximately $64,000 and $49,000 in advertising costs, which were
     included in sales and marketing expenses, for years 2003 and 2002,
     respectively.

     STOCK-BASED COMPENSATION

     The Company accounts for stock-based compensation for employees using the
     intrinsic value method prescribed in Accounting Principles Board Opinion
     No. 25, Accounting for Stock Issued to Employees, and other
     interpretations. Accordingly, compensation cost for the stock, stock
     options or other similar instruments, granted to employees is measured as
     the excess, if any, of the quoted market price of the Company's common
     stock at the measurement date (generally, the date of grant) over the
     amount an employee must pay to acquire the stock.

     The Company accounts for stock-based compensation for non-employees under
     Accounting for Stock-Based Compensation (SFAS No. 123). SFAS No. 123
     requires that options, warrants, and similar instruments which are granted
     to non-employees for goods and services be recorded at fair value on the
     grant date. Fair value is generally determined under an option pricing
     model using the criteria set forth in SFAS No. 123. The Company is subject
     to the pro forma disclosure requirements for stock-based compensation for
     employees.

     INCOME TAXES

     The Company follows Statement of Financial Accounting Standard No. 109,
     Accounting for Income Taxes ("SFAS No.109") for recording the provision for
     income taxes. Deferred tax assets and liabilities are computed based upon
     the difference between the financial statement and income tax basis of
     assets and liabilities using the enacted marginal tax rate applicable when
     the related asset or liability is expected to be realized or settled.
     Deferred income tax expenses or benefits are based on the changes in the
     asset or liability each period. If available evidence suggests that it is
     more likely than not that some portion or all of the deferred tax assets
     will not be realized, a valuation allowance is required to reduce the
     deferred tax assets to the amount that is more likely than not to be
     realized. Future changes in such valuation allowance are included in the
     provision for deferred income taxes in the period of change.

     Deferred income taxes may arise from temporary differences resulting from
     income and expense items reported for financial accounting and tax purposes
     in different periods. Deferred taxes are classified as current or
     non-current, depending on the classification of assets and liabilities to
     which they related. Deferred taxes arising from temporary differences that
     are not related to an asset or liability are classified as current or
     non-current depending on the periods in which the temporary differences are
     expected to reverse.


                                      F-17
<PAGE>


                         CIRMAKER TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     INCOME TAXES (Continued)

     These temporary differences are primarily from various balance sheet
     valuation reserves as well as for certain accrued liabilities, such as
     pension plan retirement benefits. Cirmaker Taiwan also obtains tax credits,
     which are recorded as permanent differences, for the purchase of machinery
     and equipment, research and development and employee training.

     SEGMENT REPORTING

     The Company follows Statement of Financial Accounting Standards No. 130,
     Disclosures about Segments of an Enterprise and Related Information. The
     Company currently operates and reports as a single segment.

     NEW ACCOUNTING PRONOUNCEMENTS

     In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable
     Interest Entities" ("FIN 46") which is an interpretation of Accounting
     Research Bulletin No. 51, "Consolidated Financial Statements". FIN 46
     requires a variable interest entity (VIE) to be consolidated by a company
     that is considered to be the primary beneficiary of that VIE. In December
     2003, the FASB issued FIN No. 46 (revised December 2003), "Consolidation of
     Variable Interest Entities" ("FIN" 46-R") to address certain FIN 46
     implementation issues. The effective dates and impact FIN 46 and FIN 46-R
     for the Company's consolidated financial statements are as follows:

     1.   Special purpose entities: The Company must apply either the provisions
          of FIN 46 or FIN 46-R at the end of the first reporting period ending
          after December 15, 2003. The Company has determined that it has no
          SPE's.

     2.   Non-SPEs: The Company is required to adopt FIN 46-R at the end of the
          first reporting period ending after December 15, 2004. Management does
          not believe that the adoption of this provision will have a material
          effect on the Company's financial position, results of operations or
          cash flows.

     The Company has not entered into any material joint venture or partnership
     agreements subsequent to date and the Company does not currently expect to
     enter into any such material agreements. If the Company enters into any
     significant joint venture and partnership agreements in the future that
     would require consolidation under FIN 46 or FIN 46-R, it could have a
     material impact on the Company's future consolidated financial statements.

     In May 2003, the FASB issued Statement No. 150, "Accounting for Certain
     Financial Instruments with Characteristics of both Liabilities and Equity".
     SFAS No. 150 establishes standards for how an issuer classifies and
     measures certain financial instruments with characteristics of both
     liabilities and equity. SFAS No. 150 requires that an issuer classifies a
     financial instrument that is within its scope as a liability (or an asset
     in some circumstances). SFAS No. 150 was effective for financial


                                      F-18
<PAGE>


                         CIRMAKER TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     NEW ACCOUNTING PRONOUNCEMENTS (Continued)

     instruments entered into or modified after May 31, 2003, and otherwise was
     effective for the Company's fourth quarter of 2003. The adoption of SFAS
     No. 150 is not expected to have a material impact on the Company's future
     financial position, results of operations or cash flows.

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
     Compensation - Transition and Disclosure," which amends SFAS No. 123,
     "Accounting for Stock-Based Compensation." SFAS No. 148 provides
     alternative methods of transition for a voluntary change to the fair value
     based method of accounting for stock-based employee compensation. SFAS No.
     148 also requires that disclosures of the pro forma effect of using the
     fair value method of accounting for stock-based employee compensation be
     displayed more prominently and in a tabular format. Additionally, SFAS No.
     148 requires disclosure of the pro forma effect in interim financial
     statements. The interim disclosure provisions are effective for financial
     reports containing financial statements for interim period beginning after
     December 15, 2002. As the Company does not intend to adopt the provisions
     of SFAS No. 123, the Company does not expect the transition provisions of
     SFAS No. 148 to have a material effect on its results of operations or
     financial condition, only on its financial statement disclosures.

     In November 2002, the FASB issued FASB Interpretation No. 45 (FIN 45),
     "Guarantor's Accounting and Disclosure Requirements for Guarantees,
     Including Indirect Guarantees of Indebtedness of Others." FIN 45 requires
     that a liability be recorded on the guarantor's balance sheet upon issuance
     of a guarantee. In addition, FIN 45 requires disclosures about the
     guarantees, including indemnifications, that an entity has issued and a
     roll forward of the entity's product warranty liabilities. The Company will
     apply the recognition provisions of FIN 45 prospectively to guarantees
     issued or modified after December 31, 2002.

     In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
     Retirement Obligations", effective for fiscal years beginning after June
     15, 2002. The statement applies to legal obligations associated with the
     retirement of long-lived assets. The adoption of this pronouncement has not
     had any material effect on the Company.

     In June, 2002 the FASB issued SFAS No. 146, "Accounting for Costs
     Associated with Exit or Disposal Activities", effective for exit or
     disposal activities that are initiated after December 31, 2002. The
     adoption of this pronouncement has not had any material effect on the
     Company.


                                      F-19
<PAGE>


                         CIRMAKER TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


3.   TRADE RECEIVABLES

     Trade receivables consisted of the following at December 31,:

<TABLE>
<CAPTION>
                                                         2003           2002
                                                         ----           ----
<S>                                                  <C>            <C>
          Accounts receivable                        $ 6,856,154    $ 6,837,865
          Less: allowance for doubtful accounts         (257,443)    (1,156,459)
                                                     -----------    -----------

                  Total                              $ 6,598,711    $ 5,681,406
                                                     ===========    ===========
</TABLE>

     Cirmaker Taiwan receives post-dated checks from certain customers, which
     are held by its bank and are not recorded by the Company as cash received
     until it is cleared by the bank, in accordance with the date of the checks
     received from the customers, and credited to Cirmaker Taiwan's bank
     accounts. The Company generally does not discount (finance) post-dated
     checks received from its customers. These post dated checks totaled
     $591,056 and $544,517 at December 31, 2003 and 2002, respectively.

     Five customers, whose accounts receivable balance each exceeded 10% of the
     Company's total accounts receivable, together represented approximately 62%
     of the Company's total accounts receivable at December 31, 2003. Three
     customers in 2002, had accounts receivable balances that each exceeded 10%
     of the Company's total accounts receivable which together represented
     approximately 75% of the total accounts receivable at December 31, 2002.

     Two customers, different in each year, whose sales volume each exceeded 10%
     of the Company's total sales, together represented approximately 22% and
     47% of the Company's total sales for years 2003 and 2002, respectively. In
     2002, the Company's largest customer represented 28% of the Company's
     sales.


4.   INVENTORY

     Inventory consisted of the following at December 31,:

<TABLE>
<CAPTION>
                                                         2003           2002
                                                         ----           ----
<S>                                                  <C>            <C>
          Raw materials and supplies                 $   337,131    $   198,156
          Work-in-process                                224,387        172,419
          Finished goods                               1,404,613      2,541,321
                                                     -----------    -----------
                                                       1,966,131      2,911,896
         Less: reserve for obsolescence                 (314,569)      (305,920)
                                                     -----------    -----------

                      Total                          $ 1,651,562    $ 2,605,976
                                                     ===========    ===========
</TABLE>


                                      F-20
<PAGE>


                         CIRMAKER TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


5.   PROPERTY, PLANT AND EQUIPMENT

     Property, plant and equipment consisted of the following at December 31,:

<TABLE>
<CAPTION>
                                                         2003           2002
                                                         ----           ----
<S>                                                  <C>            <C>
          Land                                       $ 3,013,271    $ 2,945,634
          Buildings                                    1,694,766      1,697,835
          Machinery and equipment                        907,084        906,857
          Capitalized leased equipment                   663,476        663,476
          Miscellaneous equipment                        552,851        535,682
          Transportation equipment                       140,350        137,200
          Furniture and fixtures                         269,031         202,904
                                                     -----------    ------------
                                                       7,240,829       7,089,588
          Less: accumulated depreciation
            and amortization                          (1,201,725)       (984,813)
                                                     -----------    ------------

            Total                                    $ 6,039,104    $  6,104,775
                                                     ===========    ============
</TABLE>

     Depreciation and amortization expense, including amortization on
     capitalized leased equipment was $498,529 and $397,078 for years ending
     December 31, 2003 and 2002, respectively.

     Capitalized leased equipment at December 31, 2003, consisted of certain
     idle equipment with a net book value of $313,458 and an estimated fair
     value of approximately $462,000, therefore, no impairment loss was
     recognized in 2003.

     Capitalized leased equipment consists primarily of machinery and equipment.
     Amortization expense on assets under capitalized leases was $82,849 for the
     year ended December 31, 2003 and accumulated amortization was $259,824 at
     December 31, 2003. Future minimum lease payments under capitalized leases
     as of December 31, 2003 and in the aggregate, are $293,421, payable in 2004
     and included in current liabilities under the caption of Bank Notes.


                                      F-21
<PAGE>


                         CIRMAKER TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


6.   EQUITY INVESTMENTS

     Equity investments consisted of the following at December 31, :

<TABLE>
<CAPTION>
                                            2003                       2002
                                            ----                       ----
                                                 % of Stock                 % of Stock
          Name of Investee          Amount       Ownership     Amount       Ownership
          ----------------          ------       ---------     ------       ---------
<S>                                <C>              <C>       <C>              <C>
       Shen Pen Tong
         International, Inc.       $  80,954        1.1%      $ 100,885        2.5%
       Vecast, Inc.                  127,847        8.4%          -             -
       IDN Telecom, Inc.             141,141        3.0%          -             -
       Tong Ta:
         (DTE Technologies)          294,377        5.8%          -             -
                                   ---------                  ---------

         Total                     $ 644,319                  $ 100,885
                                   =========                  =========
</TABLE>

     In December 2002, Cirmaker Taiwan entered into an "Investment and
     Cooperation Agreement" with IDN Telecom, Inc. and its affiliated company,
     Vecast, Inc. (collectively "IDN"), whereby Cirmaker Taiwan agreed to
     manufacture set top boxes in accordance to IDN's specifications
     (technology), which are to be sold by IDN through its various affiliations
     in PRC. This agreement also specified that the Company invest in IDN stock.
     The Company invested $895,000 in the stock of IDN in 2003.

     Due to several fundamental breaches in the Investment and Cooperation
     Agreement by IDN, this agreement will be revoked by the Company and an
     impairment loss on the IDN investment was recognized in 2003. The remaining
     balances in the IDN investments of $268,988 represent management's
     estimate, pertaining to expected amounts to be recovered from IDN. The
     ultimate recovery of these investments could prove to be significantly more
     or less than the amounts shown in the accompanying balance sheet at
     December 31, 2003.

     The Company reviewed its investments in non-public companies and estimated
     the amount of impairment incurred during the years ending December 31, 2003
     and 2002, based on its specific analysis of each investment, considering
     the activities of and events occurring at each of the underlying companies.

     Since the investments are not marketable and their fair value is not
     readily determinable, the Company reviewed the balance sheet for each
     investment along with the business plan objectives and other factors.
     Management estimated the impairment based on a hypothetical liquidation at
     book value approach, as of December 31, 2003 and 2002. Future adverse
     changes in these investments could result in further impairment losses in
     the future.

     The Company recognized impairment losses on all equity investments of
     $650,482 and $42,734 for the years ended December 31, 2003 and 2002,
     respectively.


                                      F-22
<PAGE>


                         CIRMAKER TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


7.   BANK NOTES

     Short-term bank notes consist of the following at December 31,:

<TABLE>
<CAPTION>
                                                     2003           2002
                                                     ----           ----
<S>                                              <C>            <C>
          Mortgage loans                         $ 1,476,425    $   297,265
          Lines of credit                          2,557,542      3,086,617
          Commercial paper                           439,505          -
          Other                                      531,000          -
                                                 -----------    -----------

             Total                               $ 5,004,472    $ 3,383,882
                                                 ===========    ===========
</TABLE>

     The bank notes were used for working capital purposes and are due within
     one year of the balance sheet date. Interest rates on these notes range
     from 1.2% to 7.25% in 2003. Interest rates ranged from 4.176% to 8.5% in
     2002. At December 31, 2003, the Company had $71,388 in unused lines of
     credit.

     Long-term bank notes consist of the following at December 31,:

<TABLE>
<CAPTION>
                                                     2003           2002
                                                     ----           ----
<S>                                              <C>            <C>
          Mortgage loans                         $ 1,700,640    $ 1,851,430
          Less: current portion                     (282,771)      (253,476)
                                                 -----------    -----------

             Total                               $ 1,417,869    $ 1,597,954
                                                 ===========    ===========
</TABLE>

     Interest rates range from 2.815% to 3.025% in 2003. Interest rates range
     from 3.75% to 4.375% in 2002.

     The net book value of all assets, including restricted cash, short-term
     investments, trade receivables and property, plant and equipment pledged as
     collateral for short-term and long-term bank notes was $7,094,973 and
     $5,553,543 at December 31, 2003 and 2002, respectively. Interest incurred
     and expensed was $262,849 and $237,411 for the years ended December 31,
     2003 and 2002, respectively.

     At December 31 2003, maturities of long-term bank notes are: 2004 -
     $282,771; 2005 - $172,063; 2006 - $138,946; 2007 - $138,946; 2008 -
     $138,946 and thereafter $ 828,967.


8.   RELATED PARTY OBLIGATIONS

     At December 31, 2003, the Company's general manager/chief financial
     officer, related party to the major stockholder, (refer to note 1) advanced
     $272,978 to the Company for short-term working capital purposes. The
     advances are interest free and only for short periods of time, payable on
     demand. The maximum borrowings from all related parties at any point were
     $821,737 and $526,679 during years 2003 and 2002.


                                      F-23
<PAGE>


                         CIRMAKER TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


9.   STOCKHOLDERS' EQUITY

     PREFERRED STOCK

     The Company has 50,000,000 shares of $.001 par value preferred stock
     authorized and no shares are issued and outstanding at December 31, 2003.
     Dividends, voting rights and other terms, rights and preferences of the
     preferred shares have not been designated but may be designated by the
     Board of Directors in the future.

     COMMON STOCK

     The Company has 100,000,000 shares of $.001 par value, common stock
     authorized, of which, 25,808,000 shares are issued and outstanding at
     December 31, 2003. The shares outstanding at December 31, 2002 were
     restated to the equivalent shares outstanding of 10,692,000 shares showing
     the effect of the recapitalization of Cirmaker Taiwan.

     Dividends, subject to restrictions (refer to note 1) in Taiwan and China,
     paid on outstanding shares as declared by the Board of Directors. Each
     share of common stock is entitled to one vote.

     STOCK OPTIONS

     On December 29, 2003 the Company granted five key management employee's
     nonqualified stock options to purchase 4,500,000 shares of the Company's
     common stock at $.35 and $.50 per share. The options are exercisable two
     years from the grant date and were 100% vested in 2003. The difference
     between the exercise price and the market price for the 2,500,000 stock
     options was $.16 per share, or a total of $400,000 was expensed to employee
     compensation for the year ended December 31, 2003.

     Stock option transactions to the employees are summarized as follows:

<TABLE>
<CAPTION>
                                                    2003          2002
                                                    ----          ----
<S>                                              <C>            <C>
     Outstanding - beginning of year                 -              -
     Granted                                     4,500,000          -
     Exercised                                       -              -
     Forfeited                                       -              -
                                                 ---------      ---------

     Outstanding - end of year                   4,500,000          -
                                                 =========      =========

     Shares exercisable - end of year            4,500,000          -
                                                 =========      =========
</TABLE>


                                      F-24
<PAGE>


                         CIRMAKER TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


9.   STOCKHOLDERS' EQUITY (Continued)

     The following table provides certain information with respect to the
     above-referenced stock options outstanding and exercisable at December 31,
     2003:

<TABLE>
<CAPTION>
                       Stock
                      Options                               Weighted Average
     Exercise     Outstanding and     Weighted Average    Remaining Contractual
      Prices        Exercisable        Exercise Price         Life - Years
      ------      ---------------     ----------------    ---------------------
<S>                  <C>                    <C>                    <C>
      $.35           2,500,000              .35                    2
      $.50           2,000,000              .50                    2
</TABLE>

     The fair values at date of grant for the options granted above was $.41 and
     $.39, respectively and were estimated using the Black-Scholes option
     valuation model with the following assumptions:

<TABLE>
<S>                                               <C>
          Expected life in years                   2
          Interest rate                            1.3%
          Volatility                              168%
          Dividend yield                            0%
</TABLE>

     In electing to continue to follow APB No. 25 for expense recognition
     purposes, the Company is obliged to provide the expanded disclosures
     required under SFAS No. 123 for stock-based compensation granted in 2003 to
     employees, including if materially different from reported results,
     disclosure of pro forma net loss and loss per share had compensation
     expense relating to the options measured under the fair value recognition
     provision of SFAS No. 123.

     The Company's pro forma information for the years ended December 31, 2003
     and 2002 prepared in accordance with the provisions of SFAS No. 123, is
     provided below. For purposes of pro forma disclosures, stock-based
     compensation is amortized to expense on a straight-line basis over the
     vesting period.

<TABLE>
<CAPTION>
                                                      2003            2002
                                                      ----            ----
<S>                                              <C>             <C>
     Net income (loss) as reported               $ (1,600,359)   $    564,216
     Deduct: total stock-based employee
       compensation expense determined
       under fair value based method for
       all awards, net of related tax effects       1,809,585           -
                                                 ------------    ------------

     Pro forma net income (loss)                 $ (3,409,944)   $    564,216
                                                 ------------    ------------

     Basic and diluted - as reported             $       (.06)   $        .05
                                                 ------------    ------------

     Basic and diluted - pro forma               $       (.15)   $        .05
                                                 ------------    ------------
</TABLE>


                                      F-25
<PAGE>


                         CIRMAKER TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


9. STOCKHOLDERS' EQUITY (Continued)

   RETAINED EARNINGS

     The Company Law of the ROC requires that Cirmaker Taiwan set aside an
     annual "legal reserve" equal to 10% of its annual net income (less the
     losses of prior years, if any). Legal reserve shall be appropriated each
     year until the accumulated legal reserve equals the paid-in capital. Legal
     reserve may be used to reduce or offset deficit; also, when the legal
     reserve has reached 50% of paid-in capital, up to 50% of the legal reserve
     may be transferred to paid-in capital. The legal reserve balance was
     $105,704 as of December 31, 2003 and 2002.


10.  COMMITMENTS AND CONTINGENCIES

     COMMITMENTS

     On March 3, 2004 an agreement was signed with IDN whereby the Company
     agreed to sell to IDN or affiliates its investment in IDN and Vecast at
     cost. The Agreement did not refer to any impact on the IDN set top box
     production agreement. It is unknown whether the Company will be able to
     recover from IDN its total investment.

     In February 2004, the Company signed an agreement with Shaanxi New Century
     Electronics Co. Ltd. for the production of set top boxes. The total
     investment will be approximately $500,000 in 2004 for a 66% stock interest
     in the company.

     The Company's investment in Cirmaker Technology (Donguan) Limited, a wholly
     owned subsidiary in 2004 will be approximately $400,000 in a manufacturing
     facility in the PRC, owned by the Company. This manufacturing facility will
     produce electrical cooling fans and set top boxes.

     OPERATING LEASES

     Portions of the Company's operations are conducted using leased equipment
     and facilities. These leases are non-cancelable and expire in 2004, but are
     renewable at the Company's option for a length of time to be negotiated by
     the Company and the lesser. Rent expense was $43,210 and $27,632 for the
     years ended December 31, 2003 and 2002, respectively.

     At December 31, 2003, future minimum payment obligations required under
     non-cancelable operating leases is $293,421, all to be paid in 2004.


                                      F-26
<PAGE>


                         CIRMAKER TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


10.  COMMITMENTS AND CONTINGENCIES (Continued)

     CONTINGENCIES

     The Purchase Agreement between the Company and Cirmaker Taiwan has not yet
     been approved by the Taiwan Ministry (refer to note 1). The Company is
     currently working on obtaining this approval and determining what
     consequences the non-approval has, if any. Management believes that the
     consequences of non-approval are not material to the Company's financial
     statements. Such non-approval may place certain restrictions on the
     Company.


11.  INCOME TAXES

     Income (loss) from domestic and foreign operations before income taxes and
     minority interests included the following:

<TABLE>
<CAPTION>
                                                                      For the Year Ended
                                                                         December 31,
                                                                     2003            2002
                                                                     ----            ----
<S>                                                             <C>              <C>
        U.S. loss                                               $ (1,740,402)    $     -
        Taiwan income                                                311,903         824,615
                                                                ------------     -----------

           Total                                                $ (1,428,499)    $   824,615
                                                                ============     ===========

     The provision for income taxes was estimated as follows:

     Income taxes estimated to be payable currently:
        Taiwan                                                  $      -         $   188,024
        Taiwan 10% tax on undistributed earnings                      58,080          63,309
        Taiwan investment tax credit and other                       (17,561)        (15,027)
                                                                ------------     -----------

           Total payable currently                              $     40,519     $   236,306
                                                                ============     ===========

      Deferred income tax expense (credit) - net
        Taiwan                                                  $     85,379     $   24,093
        U.S. federal                                                 442,070          -
        U.S. federal valuation allowance                            (442,070)         -
                                                                ------------     ----------

           Total deferred                                             85,379         24,093
                                                                ------------     ----------

           Total income taxes                                   $    125,898     $  260,399
                                                                ============     ==========
</TABLE>


                                      F-27
<PAGE>


                         CIRMAKER TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


11.  INCOME TAXES (Continued)

     The Taiwan tax system imposes a 25% corporate income tax on all corporate
     earnings. In addition, any undistributed current earnings, on a tax basis,
     of Cirmaker Taiwan can be subject to an additional 10% corporate income tax
     if the earnings are not distributed before a specific time. At December 31,
     2003, there are no undistributed earnings that are subject to this
     additional 10% corporate income tax. Cirmaker Taiwan's corporate tax
     returns through 2001 have been reviewed and approved by the Taiwan Tax
     Authority. Cirmaker Taiwan also collects and pays a 5% value - added tax
     ("VAT") on certain sales and purchases.

     There is no provision for U.S. income taxes included on a consolidated
     basis since the Company has incurred a net operating loss in the U.S. At
     December 31, 2003, the Company has a net operating loss carryforward of
     $600,000 in the U.S., which may be available to offset future taxable
     income through 2023. Additionally, at December 31, 2003, the Company has a
     net operating loss carry forward in Taiwan of $104,799, which it expects to
     apply in 2004. The deferred tax asset, based on a tax rate of 34% was
     $204,000, in which the Company has recorded a full valuation.

     A reconciliation of the provision for income taxes compared with the
     amounts at the U.S. federal statutory rate was as follows:

<TABLE>
<CAPTION>
                                                           2003          2002
                                                           ----          ----
<S>                                                     <C>           <C>
     U.S. federal income tax benefit at statutory
       (34%) rate                                       $  442,070    $    -
     U.S. federal valuation allowance                     (442,070)        -
     Taiwan rates at other than 34%                        125,898       260,399
                                                        ----------    ----------

          Total income tax                              $  125,898    $  260,399
                                                        ==========    ==========
</TABLE>


                                      F-28
<PAGE>


                         CIRMAKER TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


11.  INCOME TAXES (Continued)

<TABLE>
<CAPTION>
                                                       2003                            2002
                                                       ----                            ----
                                                   Deferred Tax                    Deferred Tax
                                                   ------------                    ------------
                                              Assets       Liabilities        Assets       Liabilities
                                              ------       -----------        ------       -----------
<S>                                        <C>             <C>             <C>             <C>
     Net operating loss carry forward      $   468,270     $     -         $     -         $     -
     Exchange gain                               -               5,152           -               5,806
     Allowance for doubtful accounts            47,468           -             272,187           -
     Allowance for inventory loss               77,127           -              73,986           -
     Pension plan                               62,629           -              42,180           -
     Investment loss                           200,750           -              94,475           -
     Other                                       -               -              94,384           -
                                           -----------     -----------     -----------     -----------

        Subtotal                               856,244           5,152         577,212           5,806

     Valuation allowance                      (442,070)          -               -               -
                                           -----------     -----------     -----------     -----------

        Total deferred taxes               $   414,174     $     5,152     $   577,212     $    5,806
                                           ===========     ===========     ===========     ==========

        Net deferred tax assets            $   409,022                     $   571,406
                                           ===========                     ===========
</TABLE>

     The deferred tax detail above is included on the Company's consolidated
     balance sheet as follows:

<TABLE>
<CAPTION>
                                                           2003          2002
                                                           ----          ----
<S>                                                     <C>           <C>
        Current deferred tax asset                      $ 145,643     $ 434,725
        Non-current deferred tax asset                    263,379       136,681
                                                        ---------     ---------

           Total                                        $ 409,022     $ 571,406
                                                        =========     =========
</TABLE>


12.  PENSION PLAN

     In 1999, Cirmaker Taiwan established an independent defined benefit
     retirement plan in accordance with the Taiwan Labor Standard Law
     promulgated by the President on July 30th, 1984 by Order of Hwa
     Zhong-I-Tze-No.14069 for all regular employees. Cirmaker Taiwan contributes
     the minimum required contribution coverage, 2% of salaries paid monthly to
     an account of the "Pension Fund Management Committee" with the Central
     Trust of China and expects to make the same minimum required contribution
     coverage percentage of 2% in 2004 and future years. The pension fund
     balances are not reflected in Company's financial statements.


                                      F-29
<PAGE>


                         CIRMAKER TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


12.  PENSION PLAN (Continued)

     Retirement benefits are based on prior salary history (pre-retirement prior
     six months average salary), plus years of credited service. For the period
     of credited service, 1-15 years, the plan participant earns 2 months of
     salary each year. After 15 years, the plan participant earns 1 month of
     salary each year, up to a total maximum of 45 months salary. Retirement
     benefits are generally paid out to employees as a lump sum payment.
     Voluntary retirement occurs if the employee attains age 55 and has worked
     for 15 years or when the employee has worked for more than 25 years.

     The following information summarizes Cirmaker Taiwan's pension benefit
     plan:

<TABLE>
<CAPTION>
                                                           2003          2002
                                                           ----          ----
<S>                                                     <C>           <C>
     Change in benefit obligation:
     Benefit obligation as of January 1,                $  292,115    $  304,892
     Service cost                                           74,213        79,741
     Interest cost                                          11,952        13,727
     Actuarial loss                                         (2,002)     (106,245)
     Exchange rate movement                                  6,707         -
                                                        ----------    ----------

     Benefit obligation as of December 31,                 382,985       292,115
                                                        ----------    ----------

     Change in plan assets:
     Fair value of plan assets as of January 1,             27,108        16,777
     Actual return (loss) on plan assets                       471           460
     Company contributions                                  13,453         9,871
     Exchange rate movement                                    622         -
                                                        ----------    ----------

     Fair value of plan assets as of December 31,           41,654        27,108
                                                        ----------    ----------


     Funded status                                        (341,331)     (265,007)
     Unrecognized net transitional obligation              167,206       172,547
     Unrecognized net actuarial loss (gain)                (80,895)      (80,633)
                                                        ----------    ----------

     Net amount recognized                              $ (255,020)   $ (173,093)
                                                        ==========    ==========

     Change in benefit obligation:
     Accrued benefit cost                               $ (255,020)   $ (173,093)
                                                        ==========    ==========

     Components of net periodic benefit cost:
     Service cost                                       $   73,210    $   79,741
     Interest cost                                          11,790        13,720
     Expected return on plan assets                         (1,539)         (978)
     Amortization of transitional amount                     9,177         9,081
     Amortization of actuarial (gain) loss                  (2,468)        -
                                                        ----------    ----------

     Net periodic benefit cost                          $   90,170    $  101,564
                                                        ==========    ==========
</TABLE>


                                      F-30
<PAGE>


                         CIRMAKER TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


12.  PENSION PLAN (Continued)

<TABLE>
<CAPTION>
                                                           2003          2002
                                                           ----          ----
<S>                                                        <C>           <C>
          Weighted-average assumptions used to
            determine benefit:
          Discount rate                                    3.0%          4.0%
          Expected long-term return on plan assets         3.0%          4.0%
          Rate of compensation increase                    4.0%          3.0%
</TABLE>

13.  RESTATEMENT OF FINANCIAL STATEMENTS

     The Company performed a review and subsequent investigation of its
     historical policies and procedures and as a result uncovered various
     accounting inaccuracies and errors that significantly affected its
     financial results and required a restatement of its previously reported
     financial information for 2002 and prior years. To address the issues
     discovered in the investigations, the Company has implemented remedial
     actions, including improved controls over revenue and expense recognition,
     adoption of new polices for inventory valuation and accounts receivable
     valuation, improved oversight of accounting transactions, and adopted new
     internal reporting procedures and practices.

     The financial statements of Cirmaker Taiwan have been restated for 2002 and
     prior years from amounts previously reported to reflect the following
     retroactive adjustments: (1) revenue recognition as to sales to a
     distributor with return rights, revenue recognized in the year when the
     distributor sells the Company's products to third parties; (2) cost of
     sales reported in the same year when sales to a distributor were
     recognized; (3) provision for doubtful trade receivables adjusted as it
     relates to other restatement adjustments; (4) impairment loss other than
     temporary on long-term equity investments recognized for 2002 and 2001; (5)
     proper application of U.S. generally accepted accounting principles as it
     relates to lower of cost or market for provisions for inventory losses for
     2002 and 2001; and (6) income tax expense and deferred income tax assets
     adjusted as a result of previous adjustments and re-calculation of income
     tax payable based on restated amounts.

     The effects of these prior period adjustments on the financial statements
     are as follows:

<TABLE>
<CAPTION>
                                            For the Year Ended December 31, 2002
                                            ------------------------------------
                                               As Previously         As
                                                 Reported         Restated
                                                 --------         --------
<S>                                            <C>              <C>
     Revenues                                  $ 18,330,322     $ 19,222,222
     Cost of sales                               16,357,509       16,731,537
                                               ------------     ------------
     Gross profit                                 1,972,813        2,490,685
     Operating expenses                           1,659,450        1,604,952
                                               ------------     ------------
     Income from operations                         313,363          885,733
     Other income (expense)                         120,628          (61,118)
                                               ------------     ------------

     Income before income taxes                     433,991          824,615
     Income tax                                    (160,748)        (260,399)
                                               ------------     ------------

     Net income                                $    273,243     $    564,216
                                               ============     ============
</TABLE>


                                      F-31


                         CIRMAKER TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


13.  RESTATEMENT OF FINANCIAL STATEMENTS (Continued)

<TABLE>
<CAPTION>
                                            For the Year Ended December 31, 2002
                                            ------------------------------------
                                               As Previously         As
                                                 Reported         Restated
                                                 --------         --------
<S>                                            <C>              <C>
     Net income per share:
        Basic                                         $.03             $.07
                                                      ====             ====

        Diluted                                       $.03             $.07
                                                      ====             ====

     Balance sheet Data:

        Working capital                        $  2,309,073     $  2,211,501

        Total assets                             17,197,495       16,510,118

        Total long-term debt                      1,771,944        1,771,047

        Total stockholders' equity                7,535,773        6,850,420

     The increases and decreases to the balance sheet components are due to the
     cumulative net effect to retained earnings from all of the above prior
     period adjustments are as follows:

        Retained earnings 12/31/02             $    598,636
        Cumulative effect through 12/31/02         (685,351)
                                               ------------

        Retained earnings - restated 12/31/02  $    (86,715)
                                               ============
</TABLE>


                                      F-32
<PAGE>


                                  EXHIBIT INDEX

EXHIBIT
NO.            EXHIBIT DESCRIPTION
-------        -----------------------------------------------------------------

10.6           Contract, dated February 2, 2004, among the Company, Shaanxi Ruyi
               Electric Company and Shaanxi New Century Electronic Co. Ltd.

10.7           Trust documents establishing Company's indirect ownership by
               trust of the Company's equity interest in Cirmaker Taiwan.

14             Code of Ethics

21.            A description of the subsidiaries of the Company

31.1           Certification of Principal Executive Officer

31.2           Certification of Principal Financial Officer

32             Section 1350 Certifications