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

                     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                         Commission File No.: 333-70156
December 31, 2004
                         CIRMAKER TECHNOLOGY CORPORATION
               ---------------------------------------------------
                 (Name of small business issuer in its charter)

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

        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)


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. [__]

State issuer's revenues for its most recent fiscal year: 17,813,557.

The aggregate market value of voting and non-voting common equity held by
non-affiliates of the registrant as of March 31, 2005: Common stock, $0.001 par
value: $4,754,465.31.

The number of shares of the registrant's common stock outstanding as of March
31, 2005: 27,967,443.


<PAGE>


                       INDEX TO FORM 10-KSB ANNUAL REPORT

                                                                            Page
                                                                            ----
PART I

Item 1.    Description of Business.............................................3

Item 2.    Description of Property.............................................6

Item 3.    Legal Proceedings...................................................7

Item 4.    Submission of Matters to a Vote of Security Holders.................7

PART II

Item 5.    Market for Common Equity and Related Stockholder Matters............7

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

Item 7.    Financial Statements...............................................18

Item 8.    Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure................................18

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.........................23

Item 12.   Certain Relationships and Related Transactions.....................23

Item 13.   Exhibits and Reports on Form 8-K...................................23

Item 14.   Principal Accountant Fees and Services.............................26

Signatures....................................................................27

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


                                       2
<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, 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. In the past year, the Company has continued to acquire
shares from the remaining stockholders of Cirmaker Taiwan, though it still has
not acquired all of the outstanding shares. 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. In the past twenty years, Cirmaker
Taiwan has gained substantial experience in the production of electronic parts,
including developing, designing, and tooling of these parts. In addition to its
strength in research and development, Cirmaker Taiwan's manufacturing processes
are ISO 9001 and 9002 certified.

     Since its inception, Cirmaker Taiwan has manufactured 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. Recently, Cirmaker Taiwan has


                                       3
<PAGE>


focused its efforts on two primary product lines, digital TV receivers
(including cable, satellite and terrestrial receivers) and heat dispersion
systems for personal and laptop computers. Cirmaker Taiwan also is currently
manufacturing LCD backlight components and it has produced Voice Over Internet
Protocol (VoIP) telephones.

     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 but no assurances can be given on when or if
such approval will be forth coming.

     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 August 2005

     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 line is flexible and we often will add or stop manufacturing
products, in accordance with the demand of the market. Following is a
description of some of our material product offerings.

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

     We supply components and systems that meet the requirements of the national
digital television-broadcasting network mandated in mainland China. Our systems
convert digital television broadcast signals into analog formats to be purchased
by Chinese consumers that do not have digital receivers and, therefore, would be
without the capability of receiving the TV signal once the government completes
the transfer to an all-digital network. In addition to converting digital
television broadcast signals into analog formats, our set-top box receivers
("STBs") can receive and convert digital and streaming media signals. Management
believes that we are one of only a few manufacturers operating in China that has
the 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 China's State Administration of Radio Film and
Television ("SARFT").

     Through marketing agents, we worked with SARFT and China's Ministry of
Information and Industry (MII) to develop set-top boxes that would meet their
standards. As a result, we have received the required network license from
SARFT. Since September 2003, we have delivered a total of approximately 145,000
digital TV receiver units (set top boxes) under separate purchase orders.

     The main advantage of our set-top box is its affordability. We believe the
STBs comply with all international digital television standards for high
definition television and that we may be able to distribute our system
world-wide. 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.


                                       4
<PAGE>


     On September 9, 2004, Shaanxi New Century Electronic Co., Ltd ("New
Century"), one of our subsidiaries, entered into a Satellite Receiver Sales
Agreement with Xian Huaxing Electronics Technology Co. Ltd. (the "Buyer"),
pursuant to which the Buyer agreed to purchase from New Century all of the
Buyer's requirements for satellite set-top box receivers that convert digital
television broadcast signals into analog formats. The basic unit price for
satellite receivers sold under the agreement is RMB 230 (approx. US$27.79).
Under the terms of the agreement, the price may be increased if orders do not
reach the stipulated volumes. During the period from September 2004 through
December 2004 we sold approximately 133,000 set top boxes to the Buyer
generating approximately $3,500,000 in aggregate sales revenues.

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 including Acer, Asus, Dell, Hewlett-Packard, AMD,
Sony, MITAC, Quanta and IBM. 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.

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 been engaged 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. The receivers also support MPEG2 and MPEG4 formats, which management
anticipates will be in demand.

     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 ("ITRT"), we have developed and produced
improved electronic cooling components called elastomeric pads that are
essentially high-efficiency thermal dispersion units. ITRT has transferred to
the Company all software and documents relating to these units and is applying
for on behalf of the Company the applicable patents. 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 $122,755 and $111,055 on research and development
during fiscal years 2004 and 2003, respectively.

SALES AND MARKETING


     We sell our products through a variety of marketing strategies. We have a
sales and marketing staff of approximately 50 employees. These salespeople
engage in the direct marketing of our products. We also have marketing agents in
our target markets. Other methods that we employ to sell our products include


                                       5
<PAGE>


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

     We compete with different companies depending on the type of product
offered or geographic area served. We believe that the primary basis of
competition in our target markets is manufacturing technology, quality,
responsiveness, the provision of value-added services and price. To remain
competitive, we must continue to provide technologically advanced products and
services, maintain quality levels, offer flexible delivery schedules, deliver
finished products on a reliable basis and compete favorably on the basis of
price.

     Currently, we have several competitors in Taiwan and China that also sell
set-top box receivers. The major TV manufacturers in China are ChangHong, Panda,
TCL, Konka, Chuangwei, Haixing, Saige and Poney. They mainly produce 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 tat also sell heat dispersion systems, many of
which are based in Taiwan. These competitors for the most part are still using
traditional modes of production. As a result, 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 competition
includes, among others, Konka Co. Ltd., Min-Wu and Ku-Wei. We face intense price
pressure in this market as Konka has decreased the sales price of its product by
40% in 2003 and by an additional 20% in 2004.


REGULATION

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

EMPLOYEES

     As of the date of this report, we have 145 full-time employees (excluding
consultants and temporary help). We have 65 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 satisfactory. 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 our 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
$1,290,000. These executive offices and manufacturing facility occupy


                                       6
<PAGE>


approximately 9,075 square meters. We also own a warehouse facility in Taoyuan,
Taiwan. This warehouse facility consists of approximately 3,000 square meters.

     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 $130.

     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 $8,000.

     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.

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, 2004, we had 27,400,443 shares outstanding, which were held by approximately
2,760 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, 2004, 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.


                                       7
<PAGE>


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

                                                         High             Low
<S>                                                      <C>              <C>
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

Year Ending December 31, 2004
1st Quarter                                              0.79             0.52
2nd Quarter                                              0.64             0.38
3rd Quarter                                              0.45             0.15
4th Quarter                                              0.50             0.19

--------------------
<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>


     On March 31, 2005, the closing price of our common stock was $0.17 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.


                                       8
<PAGE>


SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

     The following table discloses information as of December 31, 2004 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            0                            n/a                            0
approved by security holders
-------------------------------------------------------------------------------------------------------------------
Total                                    0                            n/a                            0
-------------------------------------------------------------------------------------------------------------------
</TABLE>


OPTIONS AND WARRANTS

     As of December 31, 2004, we had outstanding fully vested (i) 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, and (ii) three-year warrants for the purchase of 520,000 shares of our
common stock at an exercise price of $0.25.

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.


                                       9
<PAGE>


RECENT SALES OF UNREGISTERED SECURITIES

     During the period from November 19, 2004 through February 15, 2005, we
raised approximately $645,000 through the sale of 25.8 units to nineteen
investors. Each unit consists of (i) 25,000 shares of our common stock, (ii)
three year warrants to purchase 25,000 shares of our common stock at an exercise
price of $0.25 per share, and (iii) 180 day convertible promissory note in the
principal amount of $25,000 that bears interest at a rate of 10% per annum and
which is convertible into common stock at maturity at a conversion price equal
to $0.25 per share. The 25.8 units sold in the private placements represent a
total of 3,870,000 shares of our common stock on a fully-diluted basis. Berwyn
Capital acted as the placement agent for us in the offering and received a 10%
cash fee, or $64,500, from the Company and RIO Group Associates, Inc. received a
1.5% cash fundraising fee, or $9,675, from the Company.

     Effective January 1, 2005 and January 17, 2005, we issued to Ross Huget
Inc. and The Vine Group Inc. 192,000 and 250,000 shares of our common stock,
respectively, for services rendered and to be rendered to us.

     The foregoing securities were issued pursuant to the exemption from
registration provided by Section 4(2) of the Securities Act of 1933, and with
regard to the private placement described in the first paragraph of this Form
8-K, Regulation D promulgated thereunder.

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

     Since acquiring our interest in Cirmaker Taiwan in March 2003, we have been
engaged 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, 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. We generate revenues through the sale of our products and through the
assembly of products manufactured by others.

We have taken the following steps over the past year in furtherance of our
business plan:

     o    During the period from November 19, 2004 through February 15, 2005, we
          raised approximately $645,000 through the sale of our securities. We
          plan to use the proceeds of this offering for the expansion of the Don
          Guan, China, production facilities.

     o    During April and May of 2004 we obtained two credit facilities that
          provide us with up to 50 million New Taiwan Dollars (approximately
          $1,600,000 USD) in available credit. These credit facilities have
          helped us to stabilize our working capital needs.


                                       10
<PAGE>


     o    Our subsidiary, New Century, entered into a Satellite Receiver Sales
          Agreement with Xian Huaxing Electronics Technology Co. Ltd. covering
          all of Xian Huaxing's requirements for set top boxes during the term
          of the agreement. During the period from September 2004 through
          December 2004, we sold 133,000 set top boxes and thereby generated
          $3,500,000 in revenues under this agreement.


RESULTS OF OPERATIONS

Fiscal Year ended December 31, 2004 compared to December 31, 2003
-----------------------------------------------------------------

The following table summarizes the results of our operations during the fiscal
years ended December 31, 2004 and 2003 and provides information regarding the
dollar and percentage increase or (decrease) from the current fiscal year to the
prior fiscal year:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
                                                                                          PERCENTAGE
                                                                         INCREASE          INCREASE
LINE ITEM                              12/31/04          12/31/03       (DECREASE)        (DECREASE)
-----------------------------------------------------------------------------------------------------------
<S>                                   <C>               <C>              <C>                <C>
Revenues                              17,813,557        16,632,013       1,181,544            7.1%
-----------------------------------------------------------------------------------------------------------
Total Operating Expenses               4,026,166         3,892,169         133,835            3.4%
-----------------------------------------------------------------------------------------------------------
Net income (loss)                     (2,415,884)       (1,600,359)       (815,525)         (51.0%)
-----------------------------------------------------------------------------------------------------------
Earnings (loss) per share of
common stock                               (0.09)           (0.062)         (0.028)         (45.2%)
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
</TABLE>

     During the fiscal year ended December 31, 2004, we incurred a net loss of
$2,417,884 as compared to a net loss of $1,600,359 for the prior year. The
decrease in net income is attributable to a rise in the cost of copper, the
Company's main material for production of terminals and cooling fins, which
increased by an average of 45% in 2004. The Company was unable to pass the cost
increase onto its customers; however, it is currently exploring ways in which it
may be able to mitigate the impact of such increases in the future. Operating
expenses for the fiscal year ended December 31, 2004 increased by $133,835 or
3.4% from the prior fiscal year. The increase in operating expenses is
attributable primarily to the Company's utilization of the Dong Guan factory's
full production capacity beginning in July 2004 and the increase in the
Company's work force.

     We had total current assets of $11,877,800 as of December 31, 2004 as
compared to total current assets of $9,851,639 as of December 31, 2003. Our
total assets as of December 31, 2004 were $18,073,962 as compared to $17,062,665
in total assets as of December 31, 2003. The increase of $2,026,161 in current
assets and $1,011,297 in total assets is primarily the result of an increase in
copper inventory, which the company has accumulated to hedge against increasing
copper prices and to maintain production costs in the near future. Also, the
tuner components of the set top boxes experienced a longer delivery date, which
resulted in an increase in the number of set top boxes in inventory.

     We had total current liabilities of $10,875,718 as of December 31, 2004
compared to $9,059,675 as of December 31, 2003. This increase in current
liabilities is mainly attributable to the issuance of $645,000 worth of
six-month convertible notes and loans made to the Company by certain directors.
Our total liabilities as of December 31, 2004 were $13,309,563 as compared to
$10,732,564 as of December 31, 2003. The increase in total liabilities is
primarily due to two bank loans the Company obtained in 2004.

     Our total stockholders' equity as of December 31, 2004 was $3,333,646 as
compared to $4,551,674 as of December 31, 2003. The decrease in stockholders'
equity results from the net losses of the Company.


                                       11
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

     We had $35,019 in cash, cash equivalents and short-term investments as of
December 31, 2004. As of such date we also had total assets of $18,073,962.

     During the period from November 19, 2004 through February 15, 2005, we
raised approximately $645,000 through the sale of 25.8 units to nineteen
investors. Each unit consists of (i) 25,000 shares of our common stock, (ii)
three year warrants to purchase 25,000 shares of our common stock at an exercise
price of $0.25 per share, and (iii) 180 day convertible promissory note in the
principal amount of $25,000 that bears interest at a rate of 10% per annum and
which is convertible into common stock at maturity at a conversion price equal
to $0.25 per share. The 25.8 units sold in the private placements represent a
total of 3,870,000 shares of our common stock on a fully-diluted basis. Berwyn
Capital acted as the placement agent for us in the offering and received a 10%
cash fee, or $64,500, from the Company and RIO Group Associates, Inc. received a
15% cash fundraising fee, or $9,675, from the Company.

     On April 24, 2004, Cirmaker Industry Co., Ltd. (the "Company"), a majority
owned subsidiary of Cirmaker Technology Corporation, obtained a loan from China
Trust & Investment Corporation ("China Trust") of $30 million New Taiwan Dollars
(approximately $ 908,265 USD) (the "China Loan"). The annual interest rate on
the China Loan is a floating rate equal to the standard annual interest rate of
4.63% plus an annual interest rate established by the Taiwanese government. This
interest rate is currently 4.52% but China Trust may apply the government rate
in effect on January, March, July, September, and November first of each year.
Principal and interest is payable in monthly installments over an 18 month
period. If any payment is late for six months or less the interest rate charged
for the term for which that payment relates will be increased by 10% and if any
payment is late in excess of six months the interest rate charged for the term
for which that payment relates will be increased by 20%.

     On May 4, 2004, the Company obtained a loan from Taipei Bank of $20 million
New Taiwan Dollars (approximately $ 602,773 USD)(the "Taipei Loan"). The annual
interest rate on the Taipei Loan is 3.475% plus the floating rate of the
one-year fixed deposit as listed in the Chunghwa Post. Principal and interest is
payable in monthly installments over a five-year period. If any payment is late
for six months or less the interest rate charged for the term which that payment
relates will be increased by 10% and if any payment is late in excess of six
months the interest rate charged for the term for which that payment relates
will be increased by 20%. The repayment of the Taipei Loan has been personally
guaranteed by Bill Liao and Grace Chang, each a director and executive officer
of Cirmaker USA.

     We believe that our cash balances, proceeds from recent private placements,
our existing credit facilities 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 2004. 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 and through private
placements of our securities and credit arrangements with third party financial
institutions. Our future operations are dependent upon the identification and
successful completion of additional 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
the significant accounting policies used in preparation of the Consolidated
Financial Statements. The most significant areas involving management judgments
and estimates are described below:


                                       12
<PAGE>


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

     We recognize revenue from the sale of our products when the following four
criteria are 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.

     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.


                                       13
<PAGE>


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 2004 or 2003 and there are
no material open contracts at December 31, 2004 and 2003.

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, 2004 or December 31, 2003.

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. These risks are
the material risks facing our company.

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, which we anticipate will be granted on or about
the end of August 2005, and management is seeking to determine what
consequences, if any, our failure to obtain approval may have on us.

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 Guan, 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.


                                       14
<PAGE>


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.

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 $122,755 for research and development expenses for the
year ended December 31, 2004. There can be no assurance that our research and
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


                                       15
<PAGE>


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.
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.


                                       16
<PAGE>


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
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


                                       17
<PAGE>


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.


ITEM 7.  FINANCIAL STATEMENTS.

     Our consolidated financial statements for the fiscal year ended December
31, 2004 and December 31, 2003 and the reports thereon of Child, Sullivan &
Company and Livingston, Wachtell & Co., LLP, are included in this annual report
immediately following the signature page hereto.

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

     Effective as of December 27, 2004, we engaged as our principal independent
auditor Child, Sullivan & Company to audit our financial statements for the year
ending December 31, 2004, and simultaneously we dismissed Livingston, Wachtell &
Co., LLP (the "Former Auditor"). The decision to change accountants was
recommended, authorized and approved by our board of directors.

     During the fiscal year ended December 31, 2003 and through the date hereof,
there were no disagreements between us and the Former Auditor on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the Former Auditor's
satisfaction, would have caused the Former Auditor to make reference to the
subject matter of the disagreement in connection with its reports on our
financial statements for such year.

     The report of the Former Auditor for the fiscal year ended December 31,
2003 contained no adverse opinion, disclaimer of opinion or qualification or
modification as to uncertainty, audit scope or accounting principles.

     The Former Auditor did not provide an audit report for our 2002 fiscal
year. For information regarding the resignation of Morgan & Company, our
independent auditor whose report dated October 28, 2002 on our consolidated
financial statements as of and for the fiscal year ended July 31, 2002 and (b)
August 27, 2001 on our consolidated financial statements as of and for the
fiscal year ended July 31, 2001, see the current report on Form 8-K/A filed by
us with the Securities and Exchange Commission on August 14, 2003 under
Commission File No. 333-70156.


                                       18
<PAGE>


     Child, Sullivan & Company did not advise us with respect to any of the
matters described in paragraphs (a)(2)(i) or (ii) of Item 304 of Regulation S-B.

     The Former Auditor furnished us with a letter addressed to the Securities
and Exchange Commission stating that it agrees with the above statements. A copy
of that letter, dated January 11, 2004, is filed as Exhibit 16.1 to our current
report on Form 8-K filed January 14, 2005.


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.

     Our directors and officers as of December 31, 2004, are:

<TABLE>
<CAPTION>
     Name                           Age         Position
     ----                           ---         --------

     <C>                            <C>         <C>
     Bill Liao                      47          Chairman, CEO and President
     Hong Juin (Grace) Chang        41          Director, General Manager and
                                                  Chief Financial Officer
     Shiu-Li (Lilly) Ku             36          Director, VP Sales and Marketing
     William Chen                   55          Chief Development Officer, China
                                                  Operations
     Shih-Tang (Peter) Liao         44          Vice General Manager
</TABLE>


     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.

     WILIAM CHEN, who joined Cirmaker in January, 2003, was named Chief
Development Officer, China Operations in February 2004. In this 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 believe
that our financial statements are currently relatively simple and that the
economic cost of retaining such an expert to become a member of our board of
directors would not be worth the benefit to our stockholders. We would retain an
audit committee financial expert in the future as our business grows and our
financial statements become more complex. Before retaining any such expert our
board would make a determination as to whether such person is independent.


                                       20
<PAGE>


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 our Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2003.

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 who served as our Chief
Executive Officer during the 2004 fiscal year, and the four most highly
compensated officers other than the Chief Executive Officer, if any, who earned
over $100,000 and was serving at the end of our last fiscal year December 31,
2004, for services in all capacities to us.

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

                            Annual Compensation                        Long-Term Compensation
                            -------------------                        ----------------------
                                                              Awards                           Payouts
                                                              ------                           -------

                                                                        Securities
Name                                          Other         Restricted  Underlying             All
And                                           Annual        Stock       Options/     LTIP      Other
Principal                     Salary  Bonus   Compensation  Awards      SARs         Payouts   Compensation
Position               Year   ($)     ($)     ($)           ($)         (#)          ($)       ($)

<S>                    <C>    <C>     <C>     <C>           <C>         <C>          <C>       <C>
Bill Liao              2004   56,075   0       0             0           800,000      0         1,781(b)
  Chief                2003   56,075   0       0             0           800,000      0         1,781(b)
  Executive            2002   56,075   0       0             0           0            0         1,781(b)
  Officer and
  President (a)

--------------------
<FN>
(a) Bill Liao served as our Chief Executive Officer from January 1, 2003 through
September, 2003 and from January 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) This amount represents annual lease payments for a vehicle leased by
Cirmaker Taiwan for use by Mr. Liao.
</FN>
</TABLE>


                                       21
<PAGE>


                        OPTION GRANTS IN LAST FISCAL YEAR

     The following table sets forth the grant of stock options made during the
year ended December 31, 2004 to the persons named in the Summary Compensation
Table:

<TABLE>
<CAPTION>
                                            % of Total Options
                     Number of Securities   Granted to Employees
                     Underlying             in Fiscal               Exercise
Name                 Options Granted        Period(c)               Price per Share     Expiration Date (d)
----                 --------------------   ---------------------   ---------------     -------------------

<S>                        <C>                      <C>                  <C>                    <C>
Bill Liao                  -0-                      -0-                  -0-                    n/a
  Chief Executive
  Officer and
  President
</TABLE>


     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, 2004. No stock options were exercised in 2004 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($)
                 ----------------------------    ----------------------------

Name             Exercisable    Unexercisable    Exercisable    Unexercisable
----             -----------    -------------    -----------    -------------

<S>                <C>               <C>          <C>                <C>
Bill Liao          800,000          -0-           $280,000           $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.


                                       22
<PAGE>


     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.

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, 2004,
all such filing requirements applicable to its officers and directors were
complied with.

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, 2004.

<TABLE>
<CAPTION>
Name of Shareholder                     Number of Shares     Percentage of Class

<S>                                      <C>                       <C>
Bill Liao                                4,082,858(1)              15.2%

Jong Juin (Grace) Chang                  4,082,858(1)              15.2%

Directors and officers as a group (5     6,982,858(1)-(2)          24.9%
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.

     (2) Consists of options to purchase 2,900,000 shares of the issuer's common
stock that are currently exercisable and deemed beneficially owned by such
person
</FN>
</TABLE>


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     At December 31, 2004, our general manager/chief financial officer, related
party to the major stockholder, advanced $621,538 to us for short-term working
capital purposes. The advance is interest free and only for short period of
time, payable on demand. The maximum borrowings from all related parties at any
point during the 2004 and 2003 fiscal years were $1,038,000 and $821,737,
respectively.

ITEM 13.  EXHIBITS

--------------------------------------------------------------------------------
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.)
--------------------------------------------------------------------------------
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.)
--------------------------------------------------------------------------------


                                       23
<PAGE>


--------------------------------------------------------------------------------
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.)
--------------------------------------------------------------------------------
10.3*                          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.)
--------------------------------------------------------------------------------
10.4*                          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.)
--------------------------------------------------------------------------------
10.5*                          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.)
--------------------------------------------------------------------------------
10.6*                          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.)
--------------------------------------------------------------------------------
10.7*                          Contract, dated February 2, 2004, among the
                               Company, Shaanxi Ruyi Electric Company and
                               Shaanxi New Century Electronic Co., Ltd
                               (Incorporated by reference to Exhibit 10.6 to the
                               Company's Annual Report on Form 10-KSB for the
                               fiscal year ended December 31, 2003)
--------------------------------------------------------------------------------
10.8*                          Trust documents establishing Company's indirect
                               ownership by trust of the Company's equity
                               interest in Cirmaker Taiwan (Incorporated by
                               reference to Exhibit 10.7 to the Company's Annual
                               Report on Form 10-KSB for the fiscal year ended
                               December 31, 2003)
--------------------------------------------------------------------------------
10.9*                          Promissory Note made by the Company and delivered
                               to China Trust & Investment Corporation
                               (Incorporated by reference to Exhibit 10.1 to the
                               Company's Form 10-QSB for the fiscal quarter
                               ended September 30, 2004).
--------------------------------------------------------------------------------
10.10*                         Acknowledgement of Debt and Mortgage Setting
                               Registration Agreement by the Company to Taipei
                               Bank (Incorporated by reference to Exhibit 10.2
                               to the Company's Form 10-QSB for the fiscal
                               quarter ended September 30, 2004).
--------------------------------------------------------------------------------
10.11*                         Satellite Receiver Sales Agreement, dated
                               September 9, 2004, between Shaanxi New Century
                               Electronic Co., Ltd and the Xian Huaxing
                               Electronics Technology Co. Ltd. (Incorporated by
                               reference to Exhibit 10.1 to the Company's Form
                               8-K filed on September 21, 2004).
--------------------------------------------------------------------------------


                                       24
<PAGE>


--------------------------------------------------------------------------------
10.12                          Purchase Order by the Xian Huaxing Electronics
                               Technology Co. Ltd. in favor of Shaanxi New
                               Century Electronic Co., Ltd., dated September 13,
                               2004 (Incorporated by reference to Exhibit 10.2
                               to the Company's Form 8-K filed on September 21,
                               2004)
--------------------------------------------------------------------------------
10.13*                         Stock Option Agreement, dated December 29, 2003,
                               between the Company and Bill Liao (Incorporated
                               by reference to Exhibit 10.1 to the Company's
                               Form 10-QSB for the period ended March 31, 2004).
--------------------------------------------------------------------------------
10.14*                         Stock Option Agreement, dated December 29, 2003,
                               between the Company and Hong Juin (Grace) Chang
                               (Incorporated by reference to Exhibit 10.2 to the
                               Company's Form 10-QSB for the period ended March
                               31, 2004).
--------------------------------------------------------------------------------
10.15*                         Stock Option Agreement, dated December 23, 2003,
                               between the Company and William Chen
                               (Incorporated by reference to Exhibit 10.3 to the
                               Company's Form 10-QSB for the period ended March
                               31, 2004).
--------------------------------------------------------------------------------
10.16*                         Stock Option Agreement, dated December 29, 2003,
                               between the Company and Shiu-Li Ku (Incorporated
                               by reference to Exhibit 10.4 to the Company's
                               Form 10-QSB for the period ended March 31, 2004)
--------------------------------------------------------------------------------
10.17*                         Stock Option Agreement, dated December 29, 2003,
                               between the Company and Shih-Tang Liao
                               (Incorporated by reference to Exhibit 10.5 to the
                               Company's Form 10-QSB for the period ended March
                               31, 2004).
--------------------------------------------------------------------------------
14*                            Code of Ethics (Incorporated by reference to
                               Exhibit 14 to the Company's Annual Report on Form
                               10-KSB for the fiscal year ended December 31,
                               2003)
--------------------------------------------------------------------------------
16*                            Letter regarding change in certifying accountant
                               (Incorporated by reference to Exhibit 16.1 to the
                               Company's Form 8-K filed on January 14, 2005)
--------------------------------------------------------------------------------
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.


                                       25
<PAGE>


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES

     The aggregate fees billed for each of the fiscal years ended December 31,
2004 and 2003 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 $42,000 and $85,000, respectively.

AUDIT RELATED FEES

     The aggregate fees billed in the fiscal year ended December 31, 2004 and
2003 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, 2004 and
2003 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, 2004 and
2003 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-).


                                       26
<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 15, 2005

                                            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 15, 2005
--------------------
     Bill Liao

 /s/ Hong Juin Chang     Director, General Manager and      April 15, 2005
--------------------     Chief Financial Officer
     Hong Juin Chang


 /s/ Shiu-Li Ku          Director                          April 15, 2005
--------------------
     Shiu-Li Ku


                                       27
<PAGE>


                         CIRMAKER TECHNOLOGY CORPORATION

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


                                                                         PAGE
                                                                         ----

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS                               F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM - CHILD, SULLIVAN COMPANY                                           F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING                       F-3
FIRM - LIVINGSTON WATCHELL & COMPANY LLP

CONSOLIDATED BALANCE SHEET                                               F-4

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                                                                         F-5

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                                                         F-6

CONSOLIDATED STATEMENTS OF CASH FLOWS                                    F-7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                            F-8 - F-28


                                      F-1
<PAGE>


Child, Sullivan & Company

A Professional Corporation of CERTIFIED PUBLIC ACCOUNTANTS

1284 W. Flint Meadow Dr., Suite D, Kaysville, UT 84037     PHONE: (801) 927-1337
                                                           FAX:   (801) 927-1344


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Cirmaker Technology Corporation
Taoyuan, Taiwan

We have audited the accompanying consolidated balance sheet of Cirmaker
Technology Corporation (a Nevada corporation formerly known as Wrestle-Plex
Sports Entertainment Group, Ltd.) and subsidiaries as of December 31, 2004, and
the related consolidated statements of operations and comprehensive loss,
changes in stockholders' equity, and cash flows for the year ended December 31,
2004. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit. We did not audit the consolidated financial
statements of Cirmaker Technology Corporation for the year ended December 31,
2003. Those statements were audited by other auditors whose report thereon dated
March 6, 2004 expressed an unqualified opinion.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audit 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 audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Cirmaker Technology
Corporation as of December 31, 2004, and the results of its operations and its
cash flows for the year ended December 31, 2004, in conformity with accounting
principles generally accepted in the United States of America.


Child, Sullivan & Company
Kaysville, Utah
March 15, 2005


                                      F-2
<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             ---------


To the Board of Directors
Cirmaker Technology Corporation
Taoyuan, Taiwan

We have audited the accompanying consolidated balance sheet of Cirmaker
Technology Corporation (a Nevada corporation formerly known as Wrestle-Plex
Sports Entertainment Group, Ltd. and subsidiaries as of December 31, 2003, and
the related consolidated statements of operations and comprehensive loss,
changes in stockholders' equity and cash flows for the year ended December 31,
2003. 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 and subsidiaries as of December 31, 2003, and
the consolidated results of its operations and comprehensive loss, changes in
stockholders' equity and its consolidated cash flows for the year ended December
31, 2003, 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-3
<PAGE>



                         CIRMAKER TECHNOLOGY CORPORATION

                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                       December 31,
                                                                       ------------
                               ASSETS                                      2004
                                                                       ------------
<S>                                                                    <C>
Current assets
  Cash and cash equivalents                                            $     35,019
  Restricted cash                                                           809,915
  Trade receivables, net                                                  7,372,461
  Inventory                                                               2,544,243
  Deferred tax asset                                                        237,938
  Other current assets                                                      878,224
                                                                       ------------
    Total current assets                                                 11,877,800

Property, plant and equipment (net)                                       5,241,238
Equity investments                                                           86,723
Deferred tax asset                                                          468,385
Other assets                                                                399,816
                                                                       ------------
    Total assets                                                       $ 18,073,962
                                                                       ============

                LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Bank overdraft                                                       $  1,339,977
  Bank notes                                                              3,866,461
  Trade payables                                                          2,144,945
  Accrued liabilities and taxes payable                                     992,779
  Due to stockholder                                                        621,538
  Convertible debentures                                                    520,000
  Current portion of long-term debt                                       1,390,018
                                                                       ------------
    Total current liabilities                                            10,875,718

Bank notes, long-term                                                     2,059,767
Accrued pension liability                                                   374,078
                                                                       ------------
    Total liabilities                                                    13,309,563

Minority interest                                                         1,430,753

Commitments and contingencies

Stockholders' equity
  Preferred stock: par value $.001; 50,000,000 shares authorized;
  no shares issued and outstanding                                                -
  Common stock: par value $.001; 100,000,000 shares authorized;
  27,400,443 shares issued and outstanding                                   27,400
  Additional paid in capital                                              7,276,160
  Accumulated deficit                                                    (4,083,532)
  Accumulated other comprehensive income                                    113,618
                                                                       ------------
Total stockholders' equity                                                3,333,646
                                                                       ------------

Total liabilities and stockholders' equity                             $ 18,073,962
                                                                       ============
</TABLE>


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


                                      F-4
<PAGE>


                         CIRMAKER TECHNOLOGY CORPORATION

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                             AND COMPREHENSIVE LOSS


<TABLE>
<CAPTION>
                                                               Year ended December 31,
                                                            ------
                                                                 2004             2003
                                                                 ----             ----
<S>                                                         <C>              <C>
Revenues
  Net sales                                                 $ 17,813,557     $ 16,631,013
  Cost of sales                                               16,582,146       14,060,175
                                                            ------------     ------------
    Gross profit                                               1,231,411        2,570,838

Operating expenses
  Research and development                                       122,755          111,055
  Sales and marketing                                            603,383          589,010
  General and administrative                                   3,300,028        2,344,723
  Impairment loss on equity investments                                -          650,482
  Reorganization expense                                               -          196,899
                                                            ------------     ------------
    Total operating expenses                                   4,026,166        3,892,169

Loss from operations                                          (2,794,755)      (1,321,331)

Other income (expense)
  Interest income                                                  8,688                -
  Interest expense                                              (296,815)        (262,849)
  Foreign currency transaction gains (losses)                   (137,236)          83,035
  Other income (loss), net                                       195,585           72,646
                                                            ------------     ------------
    Total other income (expense)                                (229,778)        (107,168)
                                                            ------------     ------------

Loss before income taxes and minority interest                (3,024,533)      (1,428,499)

Provision for income taxes                                      (246,889)         125,898
                                                            ------------     ------------

Loss before minority interest                                 (2,777,644)      (1,554,397)

Minority interest in net (gain) loss of subsidiaries             359,760          (45,962)
                                                            ------------     ------------

Net loss                                                    $ (2,417,884)    $ (1,600,359)
                                                            ============     ============

Foreign currency translation adjustment                          255,833          160,768
                                                            ------------     ------------

Comprehensive loss                                          $ (2,162,051)    $ (1,439,591)
                                                            ============     ============

Basic and diluted net loss per share                        $      (0.09)    $      (0.07)
                                                            ============     ============

Weighted average number of shares outstanding                 26,420,000       22,700,384
                                                            ============     ============
</TABLE>


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


                                      F-5
<PAGE>


                         CIRMAKER TECHNOLOGY CORPORATION

                           CONSOLIDATED STATEMENTS OF
                        CHANGES IN STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                                                   Additional                  Other
                                                                Common Stock        Paid In    Accumulated Comprehensive
                                                             Shares      Amount     Capital      Deficit   Income (Loss)   Total
                                                             ------      ------     -------      -------   -------------   -----
<S>                                                        <C>        <C>         <C>         <C>          <C>         <C>
Balance December 31, 2002                                  10,692,000 $ 6,426,070 $   860,724 $   (86,715) $ (349,659) $ 6,850,420

  Stock issued for cash - prior to recapitalization         2,000,000       2,000     198,000           -           -      200,000
  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)
  Stock issued for cash - 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
                                                                                                                         -
  Stock issued for services at $.59 Apr 2                     585,443         585     344,858           -           -      345,443
  Stock issued for services at $.30 Jul 27                    487,000         487     145,613           -           -      146,100
  Stock and warrants issued with convertible debentures       520,000         520     451,960           -           -      452,480
  Foreign currency translation gain                                 -           -           -                 255,833      255,833
  Net loss for the year                                             -           -           -  (2,777,644)              (2,777,644)
  Net loss - minority interest                                      -           -           -     359,760           -      359,760
                                                           ---------- ----------- ----------- -----------  ----------  -----------
Balance December 31, 2004                                  27,400,443    $ 27,400 $ 7,276,160 $(4,083,532) $  113,618  $ 3,333,646
                                                           ==========    ======== =========== ===========  ==========  ===========
</TABLE>


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


                                      F-6
<PAGE>


                         CIRMAKER TECHNOLOGY CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                       Year ended
                                                                      December 31,
                                                             ----------------------------


                                                                 2004            2003
                                                             ------------    ------------
<S>                                                          <C>             <C>
Cash flows from operating activities:
  Net loss                                                   $ (2,417,884)   $ (1,600,359)
  Adjustments to reconcile net loss to
   net cash provided by (used in) operations:
    Depreciation and amortization                                 529,032         498,529
    Provision for losses on receivables                           122,442          84,969
    Inventory reserves                                             27,606           5,808
    Impairment loss on equity investments                               -         650,482
    Stock and warrants issued for services                        944,023         400,000
    Minority interest                                            (359,760)         45,962
    Loss on asset disposal                                        346,911               -
    Gain on equity investment                                    (214,263)
    Other, net                                                   (445,526)        167,307
    Changes in operating assets and liabilities:
      Trade receivables                                          (405,190)     (1,002,274)
      Inventory                                                  (763,380)        951,702
      Other current assets                                       (110,841)       (122,114)
      Trade payables                                             (274,655)     (1,162,898)
      Accrued liabilities and taxes payable                      (312,698)        714,055
                                                             ------------    ------------
  Net cash used in operations                                  (3,334,183)       (368,831)

Cash flows from investing activities:
  Change in restricted cash                                       (76,435)        (21,324)
  Purchase of property and equipment                             (325,754)       (579,361)
  Purchase of equity investments                                        -      (1,187,710)
  Proceeds on sale of property and equipment                      623,755               -
  Proceeds on sale of equity investments                          788,992               -
  Other investing activities                                            -        (218,509)
                                                             ------------    ------------
    Net cash used in investing activities                       1,010,558      (2,006,904)

Cash flows from financing activities:
  Proceeds from cash overdraft                                  1,274,771               -
  Proceeds from (repayments of) bank notes                     (1,426,454)      1,620,590
  Proceeds from due to related party                              312,844         272,978
  Proceeds from (repayments of) long-term debt                  1,547,190        (193,296)
  Proceeds from sale of common stock                                    -         500,000
  Issuance costs from sale of common stock                              -         (26,690)
  Proceeds from the issuance of debentures                        520,000               -
                                                             ------------    ------------
    Net cash provided by financing activities                   2,228,351       2,173,582

  Effect of rate changes on cash                                 (106,832)         60,557

  Decrease in cash and cash equivalents                          (202,106)       (141,596)

  Cash and cash equivalents, beginning of period                  237,125         378,721
                                                             ------------    ------------
  Cash and cash equivalents, end of period                   $     35,019    $    237,125
                                                             ============    ============

Supplemental disclosures of cash flow information:
  Cash paid for interest                                     $    295,870    $    266,507
                                                             ============    ============
  Cash paid for income taxes                                 $          -    $    182,155
                                                             ============    ============
</TABLE>


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


                                      F-7
<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 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 toward 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.

     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, and various other electronic
     parts and accessories. The Company also imports and exports computer chips
     and various electronic products.

     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 a 2 for 1 stock exchange, on the
     Acquisition Date. At December 31, 2004 and 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.


                                      F-8
<PAGE>

                         CIRMAKER TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

     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.

     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 trustees 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.

     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 these financial statements, 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 (Cont)

     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 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. On October 1, 2004 the
     Company formed a wholly owned subsidiary, Cirmaker Technologies Europe
     Limited ("Cirmaker UK") in England and Wales. Cirmaker UK has not yet
     commenced its operations.

     On October 1, 2004, the Company formed a wholly owned subsidiary, Cirmaker
     Technologies Europe Limited ("Cirmaker UK") in England and Wales. Cirmaker
     UK has not yet commenced its operations.

     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 years ended December 31, 2004 and 2003 were
     $0 and $196,899, respectively.

     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.

     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.


                                      F-10
<PAGE>


                         CIRMAKER TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

     OTHER STOCK TRANSACTIONS

     In November 2004 the Company sold 20 and 4/5 units consisting of 25,000
     shares of common stock, 25,000 3 year warrants exercisable at $0.25 and a
     10% 180 day debenture in the amount of $25,000, convertible on maturity at
     $0.25 per common share. At December 31, 2004 there were 520,000 warrants
     outstanding with expiration dates in 2007. It is expected that the $520,000
     in debentures will be converted to 2,080,000 common shares during 2005.

     In April 2004 the Company issued 585,443 shares of common stock at $.59 per
     share for services. The aggregate amount of the transaction was $345,443.

     In July 2004 the Company issued 487,000 shares of common stock at $.30 per
     share for services, the aggregate amount of which was $146,100.

     In 2003 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.

     During 2003 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 (Cont)

     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. The Company has no current plans to declare any dividends in
     Taiwan or China.

     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 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, Cirmaker PRC and Cirmaker
     UK. 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 relate 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 2004 or 2003
     and there are no material open contracts at December 31, 2004 and 2003.

     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, 2004 and 2003, the
     Company had cash that was restricted totaling $809,915 and $680,432,
     respectively.

     TRADE RECEIVABLES

     Trade receivables are carried at original invoice amount less an estimate
     made for doubtful accounts 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 $255,833 and $160,768 are included in stockholders'
     equity for years ended December 31, 2004 and 2003, respectively, as shown
     on the statements of changes in stockholders' equity.

     REVENUE RECOGNITION

     The Company recognizes revenue from the sale of its products when the
     following four criteria are met: (1) pervasive 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.


                                      F-16
<PAGE>


                         CIRMAKER TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     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. Due to net losses in
     both periods presented, diluted earnings per share is not presented because
     its effect would be antidilutive.

     ADVERTISING COSTS

     The Company expenses all advertising costs as incurred. The Company
     expensed approximately $77,261 and $64,000 in advertising costs, which were
     included in sales and marketing expenses, for years 2004 and 2003,
     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
     Statement of Financial Accounting Standard No. 123, 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.


                                      F-17
<PAGE>


                         CIRMAKER TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     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.

     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 May 2004, the Emerging Issues Task Force of the FASB came to a consensus
     regarding EITF 02-14 "Whether an Investor Should Apply the Equity Method of
     Accounting to Investments Other Than Common Stock". The consensus of the
     task force is that the equity method of accounting is to be used for
     investments in common stock or in-substance common stock, effective for
     reporting periods beginning after September 15, 2004. The Company believes
     it is already in compliance with the consensus, and therefore no impact
     will be made on the future consolidated financial statements.


                                      F-18
<PAGE>


                         CIRMAKER TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     NEW ACCOUNTING PRONOUNCEMENTS (Continued)

     In November 2004, the FASB issued Statement No. 151, "Inventory Costs".
     SFAS No. 151 requires that items such as idle facility expense, excessive
     spoilage, double freight, and rehandling costs be recognized as current
     period charges and that allocation of fixed production overheads to the
     costs of conversion be based on the normal capacity of the production
     facilities. The statement is effective for fiscal periods beginning after
     June 15, 2005. The Company believes that the application of SFAS No. 151
     will have no significant impact on the consolidated financial statements.

     In December 2004, the FASB issued Statement No. 153, "Exchange of
     Non-Monetary Assets". SFAS No. 153 confirms that exchanges of nonmonetary
     assets are to be measured based on the fair value of the assets exchanged,
     except for exchanges of nonmonetary assets that do not have commercial
     substance. Those transactions are to be measured at entity specific values.
     The Company believes that the application of SFAS No. 153 will have no
     significant impact on the consolidated financial statements, as the Company
     has no immediate plans for the exchange of nonmonetary assets.

     In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based
     Payment," which amends SFAS No. 123, "Accounting for Stock-Based
     Compensation." SFAS No. 123, as revised, requires public entities to
     measure the cost of employee services received in exchange for an award of
     equity instruments based on the grant-date fair value of the award. The
     cost will be recognized over the period during which an employee is
     required to provide service in exchange for the award. No compensation cost
     is recognized for equity instruments for which employees do not render the
     requisite service. The effective date for the Company, as an SB issuer, is
     the first interim or annual period beginning after December 15, 2005. As
     the Company had previously adopted the intrinsic method of valuing employee
     stock based compensation in accordance with APB 25, management expects that
     the application of SFAS No. 123 (revised 2004) may have a material adverse
     effect on its results of operations in the future, should the Company
     choose to compensate its employees with equity instruments of the Company.

3.   TRADE RECEIVABLES

     Trade receivables consisted of the following at December 31,

<TABLE>
<CAPTION>
                                                       2004          2003
                                                       ----          ----
<S>                                                 <C>           <C>
     Accounts receivable                            $ 7,777,201   $ 6,856,154
     Less: allowance for doubtful accounts             (404,740)     (257,443)
                                                    -----------   -----------
        Net accounts receivable                     $ 7,372,461   $ 6,598,711
                                                    -----------   -----------
</TABLE>


                                      F-19
<PAGE>


                         CIRMAKER TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.   TRADE RECEIVABLES (Continued)

     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 they are 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
     $747,503 and $591,056 at December 31, 2004 and 2003, respectively.

     Two customers, whose accounts receivable balance each exceeded 10% of the
     Company's total accounts receivable, together represented approximately 33%
     of the Company's total accounts receivable at December 31, 2004. Five
     customers in 2003, had accounts receivable balances that each exceeded 10%
     of the Company's total accounts receivable which together represented
     approximately 62% of the total accounts receivable at December 31, 2003.

     In 2004 no single customer had sales volume exceeding 10% of the Company's
     total sales. Two customers, whose sales volume each exceeded 10% of the
     Company's 2003 sales, together represented approximately 22% of the
     Company's total sales for 2003.

4.   INVENTORY

     Inventory consisted of the following at December 31,

<TABLE>
<CAPTION>
                                                       2004          2003
                                                       ----          ----
<S>                                                 <C>           <C>
     Raw materials and supplies                     $   643,256   $   337,131
     Work-in-process                                    276,947       224,387
     Finished goods                                   1,990,344     1,404,613
                                                    -----------   -----------
        Subtotal                                      2,910,547     1,966,131

     Less: reserve for obsolescence                    (366,304)     (314,569)
                                                    -----------   -----------
        Net inventory                               $ 2,544,243   $ 1,651,562
                                                    -----------   -----------
</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>
                                                       2004           2003
                                                       ----           ----
<S>                                               <C>            <C>
     Land                                         $  2,786,528   $  3,013,271
     Buildings and improvements                      1,282,623      1,694,766
     Machinery and equipment                         1,413,799        907,084
     Capitalized leased equipment                            -        663,476
     Miscellaneous equipment                           863,578        552,851
     Transportation equipment                          141,027        140,350
     Furniture and fixtures                            301,070        269,031
     Leasehold improvements                             51,370              -
                                                  ------------   ------------
        Subtotal                                     6,839,995      7,240,829
     Less: accumulated depreciation                 (1,598,757)    (1,201,725)
                                                  ------------   ------------
     Net property and equipment                   $  5,241,238   $  6,039,104
                                                  ------------   ------------
</TABLE>

     Depreciation and amortization expense, including amortization on
     capitalized leased equipment was $529,032 and $498,529 for years ending
     December 31, 2004 and 2003, respectively.

6.   EQUITY INVESTMENTS

     Equity investments consisted of the following at December 31,

<TABLE>
<CAPTION>
                                                    2004                       2003
                                                    ----                       ----
             Name of Investee               Amount     % Ownership     Amount     % Ownership
             ----------------               ------     -----------     ------     -----------
<S>                                       <C>              <C>       <C>              <C>
     Shen Pen Tong International, Inc.    $   86,723       1.1%      $   80,954       1.1%
     Vecast, Inc.                                  -       0.0%         127,847       8.4%
     IDN Telecom, Inc.                             -         -          141,141       3.0%
     Tong Ta (DTE Technologies)                    -         -          294,377       5.8%
                                          ----------                 ----------
        Total                                 86,723                    644,319
                                          ==========                 ==========
</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 with 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 was revoked by the Company and an
     impairment loss on the IDN investment was recognized in 2003. The
     investment in IDN was disposed of during 2004.


                                      F-21
<PAGE>


                         CIRMAKER TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6.   EQUITY INVESTMENTS (Continued)

     The Company reviewed its investments in non-public companies and estimated
     the amount of impairment incurred during the years ending December 31, 2004
     and 2003, 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, 2004 and 2003. 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 $0
     and $650,482 for the years ended December 31, 2004 and 2003, respectively.

7.   BANK NOTES

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

<TABLE>
<CAPTION>
                                                   2004           2003
                                                   ----           ----
<S>                                            <C>            <C>
     Short term loans                          $ 1,185,030    $ 1,476,425
     Letters of credit                           2,052,447      2,557,542
     Commercial paper                               66,684        439,505
     Other                                         562,300        531,000
                                               -----------    -----------
       Total                                   $ 3,866,461    $ 5,004,472
                                               -----------    -----------
</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 2.5% to 6.6% in 2004 and from 1.2% to 7.25% in 2003.

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

<TABLE>
<CAPTION>
                                                   2004           2003
                                                   ----           ----
<S>                                            <C>            <C>
     Mortgage loans                            $ 3,449,785    $ 1,700,640
     Less: current portion                      (1,390,018)      (282,771)
                                               -----------    -----------
        Total                                  $ 2,059,767    $ 1,417,869
                                               -----------    -----------
</TABLE>

     Interest rates range from 2.815% to 5.75% in 2004 and from 2.815% to 3.025%
     in 2003.

     Substantially all assets of the Company, including restricted cash,
     short-term investments, trade receivables and property, plant and equipment
     are pledged as collateral for short-term and long-term bank notes. Interest
     incurred and expensed was $296,815 and $262,849 for the years ended
     December 31, 2004 and 2003, respectively.


                                      F-22
<PAGE>


                         CIRMAKER TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7.   BANK NOTES (Continued)

     At December 31, 2004, maturities of long-term bank notes are:

<TABLE>
          <C>                     <C>
          2005                    $ 1,390,018
          2006                        460,191
          2007                        458,553
          2008                        262,317
          2009                        184,918
          Thereafter                  693,788
                                  -----------
             Total                $ 3,449,785
                                  -----------
</TABLE>

8.   RELATED PARTY OBLIGATIONS

     At December 31, 2004, the Company's general manager/chief financial
     officer, related party to the major stockholder, (refer to note 1) advanced
     $621,538 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
     $1,038,000 and $821,737 during years 2004 and 2003.

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, 2004.
     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, 27,400,443 and 25,808,000 shares are issued and
     outstanding at December 31, 2004 and 2003.

     Dividends, subject to restrictions (refer to note 1) in Taiwan and China,
     may be paid on outstanding shares as declared by the Board of Directors. No
     dividends were declared or paid for 2004 and 2003. Each share of common
     stock is entitled to one vote.


                                      F-23
<PAGE>


                         CIRMAKER TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9.   STOCKHOLDERS' EQUITY (Continued)

     STOCK OPTIONS AND WARRANTS

     On December 29, 2003 the Company granted to five key management employees
     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 of $.16 per share, or a total of $400,000 was expensed to employee
     compensation for the year ended December 31, 2003.

     In November 2004 the Company sold 20 and 4/5 units consisting of 25,000
     shares of common stock, 25,000 3 year warrants exercisable at $0.25 and a
     10% 180 day debenture in the amount of $25,000, convertible on maturity at
     $0.25 per common share. The conversion feature of the debentures is
     represented as 2,080,000 warrants exercisable at $0.25 six months from date
     of issue.

     Stock option and warrant transactions are summarized as follows:

<TABLE>
<CAPTION>
                                                    Stock Options             Warrants
                                                ---------------------  ----------------------
                                                  2004        2003        2004        2003
                                                  ----        ----        ----        ----
<S>                                             <C>         <C>         <C>         <C>
     Outstanding - beginning of year            4,500,000           -           -           -
     Granted                                            -   4,500,000   2,600,000           -
     Exercised                                          -           -           -           -
     Forfeited                                          -           -           -           -
                                                ---------   ---------   ---------   ---------
     Outstanding - end of year                  4,500,000   4,500,000   2,600,000           -
                                                =========   =========   =========   =========

     Shares exercisable - end of year           4,500,000   4,500,000     520,000           -
                                                =========   =========   =========   =========
</TABLE>

     The following table provides certain information with respect to the
     above-referenced stock options and warrants outstanding at December 31,
     2004:

<TABLE>
<CAPTION>
                                             Weighted Average    Weighted Average
     Exercise Price    Number Outstanding     Exercise Price       Life - Years
     --------------    ------------------     --------------       ------------
         <C>               <C>                     <C>                  <C>
         $0.35             2,500,000               $0.35                1
         $0.50             2,000,000               $0.50                1
         $0.25               170,000               $0.25                3
         $0.25               680,000               $0.25               .5
         $0.25               350,000               $0.25                3
         $0.25             1,400,000               $0.25               .5
</TABLE>


                                      F-24
<PAGE>


                         CIRMAKER TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTSS

9.   STOCKHOLDERS' EQUITY (Continued)

     STOCK OPTIONS AND WARRANTS (Continued)

     The following table provides certain information with respect to the
     above-referenced stock options and warrants exercisable at December 31,
     2004:

<TABLE>
<CAPTION>
                                             Weighted Average    Weighted Average
     Exercise Price    Number Outstanding     Exercise Price       Life - Years
     --------------    ------------------     --------------       ------------
         <C>               <C>                     <C>                  <C>
         $0.35             2,500,000               $0.35                1
         $0.50             2,000,000               $0.50                1
         $0.25               170,000               $0.25                3
         $0.25               350,000               $0.25                3
</TABLE>

     The estimated fair values at date of grant were $.41 and $.39 for the
     options granted above and ranged from $.07 to $.22 for the warrants, using
     the Black-Scholes option valuation model with the following assumptions:

<TABLE>
          <C>                                  <C>
          Expected life in years                  .5 -3
          Interest rate                        1.3% - 3.2%
          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. 148 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 been measured under the fair value
     recognition provision of SFAS No. 123.

     The Company's pro forma information for the years ended December 31, 2004
     and 2003 prepared in accordance with the provisions of SFAS No. 148, 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>
                                                                2004            2003
                                                                ----            ----
<S>                                                        <C>             <C>
     Net loss, as reported                                 $ (2,417,884)   $ (1,600,359)
     Deduct: total stock-based employee compensation
       determined under fair value based method for
       all awards, net of related tax effects                         -      (1,809,585)
                                                           ------------    ------------
     Pro forma net loss                                      (2,417,884)     (3,409,944)
                                                           ============    ============

     Basic and diluted LPS - as reported                   $      (0.09)   $      (0.07)
                                                           ============    ============

     Basic and diluted LPS - pro forma                     $      (0.09)   $      (0.15)
                                                           ============    ============
</TABLE>


                                      F-25
<PAGE>


                         CIRMAKER TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTSS

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, 2004 and 2003.

10.  COMMITMENTS AND CONTINGENCIES

     COMMITMENTS

     The Company's investment in Cirmaker Technology (Dong Guan) Ltd., a wholly
     owned subsidiary, will be approximately $1,400,000 in 2005 for a
     manufacturing facility in the PRC, owned by the Company. This manufacturing
     facility will produce CPU cooling fins and set top boxes. The Company has
     invested approximately $420,000 in this facility through December 31, 2004.

     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 2005 for a 66% stock interest
     in the company.

     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 for the years ended December 31,:

<TABLE>
<CAPTION>
                                                  2004            2003
                                                  ----            ----
<S>                                          <C>             <C>
     U.S. loss                               $ (1,513,422)   $ (1,740,402)
     Taiwan income (loss)                      (1,511,111)        311,903
                                             ------------    ------------
        Total                                $ (3,024,533)   $ (1,428,499)
                                             ------------    ------------
</TABLE>


                                      F-26
<PAGE>


                         CIRMAKER TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11.  INCOME TAXES (Continued)

     The provision for income taxes was estimated as follows:

     Income taxes estimted to be payable currently:

<TABLE>
<CAPTION>
                                                            2004          2003
                                                            ----          ----
<S>                                                     <C>          <C>
     Taiwan 25% tax on current earnings                 $        -   $        -
     Taiwan 10% tax on undistributed earnings                    -       58,080
     Taiwan investment tax credit and other                      -      (17,561)
                                                        ----------   ----------
        Total payable currently                         $        -   $   40,519
                                                        ----------   ----------

     Deferred income tax expense (credit) - net

     Taiwan                                             $ (246,889)  $   85,379
     U.S. federal                                         (514,563)    (442,070)
     U.S. federal valuation allowance                      514,563      442,070
                                                        ----------   ----------
        Total deferred                                  $ (246,889)  $   85,379
                                                        ----------   ----------

        Total income taxes                              $ (246,889)  $  125,898
                                                        ==========   ==========
</TABLE>

     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,
     2004, there are no undistributed earnings that are subject to this
     additional 10% corporate income tax. Cirmaker Taiwan's corporate tax
     returns through 2002 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, 2004, the Company has a net operating loss carryforward of
     $1,980,000 in the U.S., which may be available to offset future taxable
     income through 2024. Additionally, at December 31, 2004, the Company has a
     net operating loss carryforward in Taiwan of $1,198,360, which it expects
     to apply in 2005 and thereafter. The deferred tax asset, based on a tax
     rate of 34% was $673,200, for which the Company has recorded a full
     valuation.


                                      F-27
<PAGE>


                         CIRMAKER TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11.  INCOME TAXES (Continued)

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

<TABLE>
<CAPTION>
                                                                      2004           2003
                                                                      ----           ----
<S>                                                               <C>            <C>
     U.S. federal income tax benefit at statutory (34%) rate      $  (514,563)   $  (442,070)
     U.S. federal valuation allowance                                 514,563        442,070
     Taiwan rates at other than 34%                                  (246,889)       125,898
                                                                  -----------    -----------
     Total                                                        $  (246,889)   $   125,898
                                                                  -----------    -----------
</TABLE>

<TABLE>
<CAPTION>
                                                  2004                        2003
                                                  ----                        ----
                                          Assets     Liabilities      Assets     Liabilities
                                       -----------   -----------   -----------   -----------
<S>                                    <C>           <C>           <C>           <C>
Net operating loss carryforward        $   971,640   $         -   $   468,270   $         -
Exchange gain                               19,710             -             -         5,152
Allowance for doubtful accounts            104,068             -        47,468             -
Allowance for inventory loss                82,624             -        77,127             -
Pension plan                                91,927             -        62,629             -
Investment loss                            250,315             -       200,750             -
Other                                            -             -             -             -
                                       -----------   -----------   -----------   -----------
   Subtotal                              1,520,284             -       856,244         5,152
Valuation allowance                       (813,961)            -      (442,070)            -
                                       -----------   -----------   -----------   -----------
   Total deferred taxes                $   706,323   $         -   $   414,174   $     5,152
                                       ===========   ===========   ===========   ===========
   Net deferred tax assets             $   706,323                 $   409,022
                                       ===========                 ===========
</TABLE>

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

<TABLE>
<CAPTION>
                                                         2004         2003
                                                         ----         ----
<S>                                                  <C>          <C>
     Current deferred tax asset                      $  237,938   $  145,643
     Non-current deferred tax asset                     468,385      263,379
                                                     ----------   ----------
        Total                                        $  706,323   $  409,022
                                                     ----------   ----------
</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-28
<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>
                                                              2004         2003
                                                              ----         ----
<S>                                                        <C>          <C>
     Change in benefit obligation:
       Benefit obligation as of January 1:                 $  382,985   $  292,115
         Service cost                                          91,984       74,213
         Interest cost                                         11,700       11,952
         Actuarial loss                                        (1,440)      (2,002)
         Exchange rate movement                                 8,716        6,707
                                                           ----------   ----------
       Benefit obligation as of December 31:                  493,945      382,985
                                                           ----------   ----------

     Change in plan assets:
       Fair value of plan assets as of January 1:              41,654       27,108
         Actual return (loss) on plan assets                      584          471
         Company contributions                                 17,140       13,453
         Exchange rate movement                                 2,404          622
                                                           ----------   ----------
       Fair value of plan assets as of December 31:            61,782       41,654
                                                           ----------   ----------

       Funded status                                         (432,163)    (341,331)
       Unrecognized net transitional obligation               169,187      167,206
       Unrecognized net actuarial loss (gain)                (111,102)     (80,895)
                                                           ----------   ----------
         Net amount recognized                             $ (374,078)  $ (255,020)
                                                           ==========   ==========

     Change in benefit obligation:
       Accrued benefit cost                                $ (374,078)  $ (255,020)
                                                           ==========   ==========

     Components of net periodic benefit cost:
       Service cost                                        $   91,984   $   73,210
       Interest cost                                           11,700       11,790
       Expected return on plan assets                          (1,440)      (1,539)
       Amortization of transitional amount                      9,480        9,177
       Amortization of actuarial loss (gain)                        -       (2,468)
                                                           ----------   ----------
         Net periodic benefit cost:                        $  111,724   $   90,170
                                                           ==========   ==========
</TABLE>


                         CIRMAKER TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12.  PENSION PLAN (Continued)

<TABLE>
<CAPTION>
                                                                    2004     2003
                                                                    ----     ----
<S>                                                                 <C>      <C>
     Weighted-average assumptions used to determine benefits:
       Discount rate                                                3.0%     3.0%
       Expected long-term return on plan assets                     3.0%     3.0%
       Rate of compensation increase                                4.0%     4.0%
</TABLE>

13.  SUBSEQUENT EVENTS

     Effective January 1, 2005 the Company issued 192,000 shares of its common
     stock valued at $.30 per share for consulting services to be received
     during 2005.

     Effective January 17, 2005 the Company issued 250,000 shares of its common
     stock valued at $.23 per share for services. The services were
     substantially received in 2004. The amount of $57,500 is included in
     accrued liabilities at December 31, 2004.

     In February 2005 the Company sold 5 units consisting of 25,000 shares of
     common stock, 25,000 3 year warrants exercisable at $0.25 and a 10% 180 day
     debenture in the amount of $25,000, convertible on maturity at $0.25 per
     common share.


                                      F-29
<PAGE>


                                 EXHIBIT INDEX


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