UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K

(MARK ONE)

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

                  FOR THE FISCAL YEAR ENDED - December 31, 2003

                                       OR

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

                 FOR THE TRANSITION PERIOD FROM ______ TO______

                        Commission File Number: 000-50140

                             ACL SEMICONDUCTORS INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                               16-1642709
          --------                                               ----------
(State or other jurisdiction                                   (IRS Employer
      of incorporation)                                      Identification No.)

              B24-b27,1/f., Block B, Proficient Industrial Centre,
                      6 Wang Kwun Road, Kowloon, Hong Kong
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (852) 2799-1996
                                 ---------------
              (Registrant's telephone number, including area code)

Securities registered pursuant to               Common Stock - $0.001 par value
Section 12(b) of the Act:                      The Common Stock is listed on the
                                                Over-the-Counter Bulletin Board

Securities registered pursuant to
Section 12(g) of the Act:                                      None

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that Registrant was required
to file such reports) and (2) has been subject to such filing  requirements  for
at least the past 90 days. Yes [ ] No [X]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  the  Registrant's   knowledge,  in  definitive  proxy  or  information
statements incorporated by reference in Part III of this Form 10-K. [_]
<PAGE>

Indicate  by check mark  whether  the  Registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes [_] No [X]

The aggregate market value of the voting common equity held by non-affiliates of
the Registrant as of March 31, 2004 was approximately  $9,334,671 based upon the
closing  price of $1.70 of the  Registrant's  common  stock on the OTC  Bulletin
Board,  as of the last business day of the most recently  completed first fiscal
quarter  (March 31,  2004).  (For  purposes of  determining  this  amount,  only
directors,  executive officers, and 10% or greater stockholders have been deemed
affiliates).

The  Registrant  had  27,829,936  shares of common  stock,  par value $0.001 per
share, outstanding as of April 13, 2004.

DOCUMENTS INCORPORATED BY REFERENCE

None.
<PAGE>

                           FORWARD LOOKING STATEMENTS

THIS ANNUAL REPORT ON FORM 10-K AND THE DOCUMENTS  INCORPORATED  HEREIN  CONTAIN
"FORWARD-LOOKING  STATEMENTS"  WITHIN  THE  MEANING  OF THE  PRIVATE  SECURITIES
LITIGATION REFORM ACT OF 1995. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND
UNKNOWN  RISKS,  UNCERTAINTIES  AND OTHER  FACTORS  WHICH  MAY CAUSE THE  ACTUAL
RESULTS,  PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY, OR INDUSTRY RESULTS, TO BE
MATERIALLY  DIFFERENT  FROM ANY  FUTURE  RESULTS,  PERFORMANCE  OR  ACHIEVEMENTS
EXPRESSED  OR  IMPLIED  BY SUCH  FORWARD-LOOKING  STATEMENTS.  WHEN USED IN THIS
ANNUAL REPORT,  STATEMENTS THAT ARE NOT STATEMENTS OF CURRENT OR HISTORICAL FACT
MAY BE DEEMED TO BE FORWARD-LOOKING STATEMENTS.  WITHOUT LIMITING THE FOREGOING,
THE  WORDS  "PLAN",  "INTEND",  "MAY,"  "WILL,"  "EXPECT,"  "BELIEVE",  "COULD,"
"ANTICIPATE,"   "ESTIMATE,"  OR  "CONTINUE"  OR  SIMILAR  EXPRESSIONS  OR  OTHER
VARIATIONS   OR   COMPARABLE   TERMINOLOGY   ARE   INTENDED  TO  IDENTIFY   SUCH
FORWARD-LOOKING STATEMENTS. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON
THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE HEREOF. EXCEPT
AS  REQUIRED  BY LAW,  THE  COMPANY  UNDERTAKES  NO  OBLIGATION  TO  UPDATE  ANY
FORWARD-LOOKING  STATEMENTS,  WHETHER  AS A RESULT  OF NEW  INFORMATION,  FUTURE
EVENTS OR OTHERWISE.

ANY  REFERENCE  TO ACL, THE COMPANY OR THE  REGISTRANT,  WE, OUR OR US MEANS ACL
SEMICONDUCTORS INC. AND ITS SUBSIDIARIES.
<PAGE>

                                TABLE OF CONTENTS

                                 Form 10-K Index

                                     PART I
                                                                            PAGE

Item 1.     Business.........................................................  2
Item 2.     Properties....................................................... 13
Item 3.     Legal Proceedings................................................ 13
Item 4.     Submission of Matters to a Vote of Security Holders.............. 13

                                     PART II

Item 5.     Market for  Registrant's Common Equity and
               Related Stockholder Matters................................... 14
Item 6.     Selected Financial Data.......................................... 15
Item 7.     Management's Discussion and Analysis of Financial
               Condition and Results of Operations........................... 16
Item 7A.    Quantitative and Qualitative Disclosures
               About Market Risk............................................. 26
Item 8.     Financial Statements and Supplementary Data...................... 26
Item 9.     Changes in and Disagreements with Accountants
               on Accounting and Financial Disclosure........................ 27
Item 9A.    Controls and Procedures.......................................... 27

                                    PART III

Item 10.    Directors and Executive Officers of the Registrant............... 27
Item 11.    Executive Compensation........................................... 28
Item 12.    Security Ownership of Certain Beneficial Owners
               and Management and Related Stockholder Matters................ 30
Item 13.    Certain Relationships and Related Transactions................... 30
Item 14.    Principal Accountant Fees and Services........................... 31

                                     PART IV

Item 15.    Exhibits, Financial Statement Schedules and Reports
               on Form 8-K................................................... 32
Signatures  ................................................................. 36


                                       1
<PAGE>

                                     PART I

ITEM 1.  BUSINESS

         ACL Semiconductors Inc., (fka) Print Data Corp. (the "Company" or
"ACL") was incorporated under the laws of the State of Delaware on September 17,
2002. The Company's predecessor, Print Data Corp. ("Historic Print Data") was
incorporated under the laws of the State of Delaware on August 15, 1984 as a
business forms distributor, a supplying source for office and computer
environment supply needs. In order to effectuate its desire to become a publicly
traded corporation, in September 2001, Historic Print Data merged with Odyssey
Capital Group, Ltd., a Nevada Corporation ("Odyssey"), whereby all of the issued
and outstanding shares of Historic Print Data stock were acquired by means of a
merger of Historic Print Data into Odyssey, with Odyssey as the surviving
corporation. Historic Print Data effectively disappeared.

         In connection with the merger, Articles of Merger were filed in
September 2001 with the Nevada Department of State; however, due to oversight,
the Certificate of Merger was not filed until August 2002 with the Delaware
Department of State. Odyssey's Nevada certificate of incorporation remained as
the surviving corporation's certificate of incorporation, and as part of the
merger transaction, Odyssey amended its certificate of incorporation to change
its name to Print Data Corp. For accounting purposes the acquisition was treated
as a recapitalization of Historic Print Data with Historic Print Data as the
acquirer (reverse acquisition). At the time of the merger transaction, Odyssey
was a shell corporation conducting virtually no business operation, other than
its efforts to seek merger partners or acquisition candidates. Its
capitalization consisted of 1,818,532 shares of common stock issued and
outstanding. Shareholders of Historic Print Data received 7,500,000 shares of
Odyssey common stock and 642,576 shares of Odyssey preferred stock (convertible
into 3,212,880 shares of common stock). Concurrently, an additional 790,000
shares of preferred stock (convertible into 3,950,000 shares of common stock)
was issued to certain advisors and consultants as part of the plan of merger.

         Odyssey was originally incorporated as Dayton Filmcorp. under the laws
of the State of Nevada in June 1987. In August 1987, World Energy Solar
Technology Corp., a Utah corporation, merged into Dayton Filmcorp, whereby
Dayton Filmcorp was the surviving corporation. In 1994, Dayton Filmcorp changed
its name to Universal Marketing and Entertainment, Inc. In 1998, it reverse
split its stock 1 for 20. In May 2001, Universal Marketing and Entertainment,
Inc. changed its name to Odyssey Capital Group, Ltd., and reverse split its
stock 1 for 5. In September 2001, Odyssey merged with Historic Print Data,
whereby Odyssey was the surviving corporation; and Odyssey changed its name to
Print Data Corp., a Nevada corporation ("Print Data Nevada"). On October 11,
2002, Print Data Nevada restructured its entire capital structure whereby it
reverse split its common stock 1 for 20 and its preferred stock 1 for 500; and,
in order to change its state of incorporation from Nevada to Delaware, Print
Data Nevada, merged into its newly formed subsidiary Print Data Corp., a
Delaware corporation (the "Company"). Pursuant to the plan of merger, all of the
issued and outstanding shares of Print Data Nevada stock were acquired by means
of a merger of Print Data Nevada into the Company, with the Company as the
surviving corporation. Print Data Nevada effectively disappeared. The Company's
certificate of incorporation remained as the surviving corporation's certificate
of incorporation. Pursuant to the plan of merger, each share of common stock of
Print Data Nevada was converted into one share of common stock of the Company
and each share of preferred stock of Print Data Nevada was converted into 5
shares of common stock of Print Data Corp.

         On September 8, 2003, the Company entered into a Share Exchange and
Reorganization Agreement (the "Exchange Agreement") with Atlantic Components
Limited, a Hong Kong corporation ("Atlantic"), and Mr. Chung-Lun Yang, the sole
beneficial stockholder of Atlantic ("Mr. Yang"), which set forth the terms and
conditions of the exchange by Mr. Yang of his common shares of Atlantic,
representing all of the issued and outstanding capital stock of Atlantic, in
exchange for the issuance by


                                       2
<PAGE>

the Company to Mr. Yang and certain financial advisors of an aggregate twenty
five million (25,000,000) shares of common stock, par value $0.001 per share
(the "Print Data Common Stock"), of the Company (the "Transaction"). Pursuant to
the Exchange Agreement, the Company and Atlantic agreed, INTER ALIA, to elect
Mr. Yang and Mr. Ben Wong (the "Designees") to the board of directors ("Board of
Directors") of the Company upon the closing of the Transaction (the "Closing"),
effective as of that date (the "Closing Date"), at which time, all of the
Company's existing directors would resign.

         On September 9, 2003, in contemplation of the Closing and the resultant
change in control of the Board of Directors, the Company filed an Information
Statement on Schedule 14f-1 with the Securities and Exchange Commission (the
"SEC").

         The Closing occurred on September 30, 2003, upon the satisfaction or
waiver of the conditions to the Closing set forth in the Exchange Agreement, as
a result of which (i) Atlantic became a wholly-owned subsidiary of the Company,
(ii) Mr. Yang received an aggregate of 22,380,000 shares of Print Data Common
Stock, (iii) the Company's existing directors resigned and the Designees were
appointed to fill their vacancies and become the sole members of the Company's
Board of Directors, and (iv) certain financial advisors to Atlantic became
entitled to receive an aggregate of 2,620,000 shares of Print Data Common Stock.
Giving effect to the Closing (including required issuances to financial
advisors), Mr. Yang held approximately 80.4% of the outstanding Print Data
Common Stock immediately following the Closing.

         In connection with the Transaction, the Company entered into a
Conveyance Agreement dated as of September 30, 2003, pursuant to which the
Company conveyed its historic operations of providing supplies used in a
computer or office environment to New Print Data Corp., a newly-formed,
wholly-owned subsidiary of the Company ("Newco"), by assigning all of the assets
and liabilities relating to such operations to Newco which, in turn, accepted
the assignment of such assets and assumed all such liabilities. On October 1,
2003, subsequent to the Closing of the Transaction, the Company entered into a
Securities Purchase Agreement with Jeffrey I. Green, Phyllis S. Green and Joel
Green (collectively, the "Series A Holders"), pursuant to which it sold all of
the issued and outstanding capital stock of Newco the Series A Holders in
consideration for their surrender to the Company for cancellation of all of
their outstanding shares of Series A Preferred Stock, par value $0.001 per
share, of the Company (the "DISPOSITION").

         On December 16, 2003, the Company filed a Certificate of Amendment with
the Secretary of State of the State of Delaware changing its name from Print
Data Corp. to ACL Semiconductors Inc.

         The address of the Company's principal executive offices and our
telephone and facsimile numbers at that address are:

         ACL Semiconductors Inc., B24-B27, 1st Floor, Block B, Proficient
Industrial Centre, 6 Wang Kwun Road, Kowloon, Hong Kong; Phone Number: (852)
2799-1996.

         The files registration statements, periodic and current reports, proxy
statements and other materials with the SEC. You may read and copy any materials
filed by the Company with the SEC at the SEC's Public Reference Room at 450
Fifth Street, NW, Washington, DC 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC maintains a web site at www.sec.gov that contains reports, proxy and
information statements and other information regarding issuers that file
electronically with the SEC, including the Company's filings.


                                       3
<PAGE>

GENERAL

         We are a non-exclusive distributor in the Hong Kong and South China
markets of memory products of Samsung Electronics Co., Ltd. ("Samsung"), the
world's largest producer of memory chips and a global producer of memory
products through our wholly-owned subsidiary Atlantic Components Ltd.
("Atlantic") pursuant to a distribution agreement between Atlantic and Samsung
(the "Distribution Agreement"). Atlantic was established as a Hong Kong
corporation in May 1991 by our chairman, Mr. Yang, as a regional distributor of
memory products of various manufacturers. In 1993, Atlantic became an authorized
distributor and marketer of Samsung's memory products in Hong Kong and other
overseas markets and entered into the Distribution Agreement. Beginning in 2001,
Atlantic established a representative office in Shenzhen, China and began
concentrating its distribution and marketing efforts in the southern region of
the People's Republic of China. Since 1993, Atlantic has diversified its product
portfolio to include all Samsung's memory products marketed under the "Samsung"
brandname which comprise DRAM, Static Random Access Memory ("SRAM"), Double Data
Rate RAM ("DDR"), Graphic Random Access Memory ("Graphic RAM"), FLASH and MASK
Read Only Memory ("MASK ROM"). Atlantic believes it is the largest distributor
of Samsung memory products in Hong Kong and Southern China.

         Our business objectives are to offer updated market intelligence to
Samsung in connection with the Hong Kong and Southern China markets' demand in
memory products and secure high-quality Samsung products in order to meet the
market demands of individual and corporate users in Hong Kong and Southern
China. Each quarter, we work closely with Samsung to present updated market
information collected from retail channels and corporate users to assist Samsung
to plan their production and allocation schedule for the coming six months. Our
business strategy is to assist Samsung in implementing their production planning
using market intelligence to balance the supply and demand of memory products in
the Hong Kong and Southern China markets. Accordingly, we maintain and develop a
sales and market research team to answer marketing questions from Samsung on a
regular basis. In addition, our established distribution channels covering
retail outlets and major corporate users in the region provides those retail or
ultimate customers a secure stable supply of Samsung's memory products with
competitive prices. We are a non-exclusive distributor of Samsung, and enjoy a
minimum guaranteed gross profit margin of approximately 5% of products sold in
form of sales rebate payable by Samsung.

         Approximately 84% of our revenues are derived from sales of Samsung
memory products. As of December 31, 2003, pricing for the Samsung memory
products ranged from approximately $0.17 to $750 depending on the product
specifications.

         As of December 31, 2003, we had more than 130 active customers in Hong
Kong and Southern China. For the years ended December 31, 2003, 2002, and 2001,
our largest five customers accounted for 43%, 36% and 40% of our revenues,
respectively. We sell our products in Hong Kong and Southern China and do not
anticipate selling our products outside of these regions in the foreseeable
future.

         The Distribution Agreement has a one-year term and contains certain
sales quotas to be met by us. The Distribution Agreement has been renewed ten
times, most recently on March 1, 2003. We have never failed to meet the sales
quotas set forth in the Distribution Agreement. The Company is currently
negotiating the renewal of the Distribution Agreement with Samsung and
anticipates having a renewal in place in June 2004.


                                       4
<PAGE>

         PRODUCTS

         DRAMs are high density, low-cost-per-bit, random access memory
components that store digital information and provide high-speed storage and
retrieval of data. DRAMs are the most widely used semiconductor memory component
in computer systems.

         SRAMs are semiconductor devices that perform memory functions similar
to DRAMs. SRAMs utilize a more complex memory cell and do not require the memory
array to be periodically refreshed. This simplifies system design for memory
applications utilizing SRAM and allows SRAM to operate faster than DRAM,
although SRAM has a higher cost-per-bit than DRAM.

         DDRs are random access memory components that transfer data on both 0-1
and 1-0 clock transitions, theoretically yielding twice the data transfer rate
of normal RAM or SDRAM.

         Graphic RAM is a special purpose DDR as graphic products request
high-speed 3-Dimensional calculation performance and large memory size as data
storage buffer for VCD/DVD display. The current market consumption on graphic
products is mainly for DDR 64Mb IC and DDR 128Mb IC with clockspeed up to
250MHz.

         FLASH. Flash memory is a specialized type of memory component used to
store user data and program code; it retains this information even when the
power is off. Although flash memory is currently used predominantly in mobile
phones and PDAs, it is commonly used in multi-media digital storage applications
for products such as MP3 players, Digital Still Cameras, Digital Voice
Recorders, PDAs, USB Disks, Flash Cards, etc. Samsung is a major supplier in the
world of FLASH products. In July 2003, Samsung announced its intention to
significantly increase its production capacity for FLASH products in
anticipation of future growth of global demand.

         MASK ROM is a kind of ROM in which the memory contents are determined
by one of the masks used to manufacture the integrated circuit. MROM can give
high storage density (bits per millimeter squared) making it a cheap solution
for high volume applications. Due to the constant growth of consumer electronic
products such as games, toys and PDAs, the worldwide demand for MASK ROM is
expected to increase significantly in the coming year.

         INDUSTRY BACKGROUND

         Memory products are an integral part of a wide variety of consumer
products and industry applications including personal computer systems,
notebooks, workstations and servers, handheld computer devices, cellular phones,
camcorders, MP3 music players, digital answering machines and game boxes, among
others. Market trends, such as increased emphasis on high-throughput
applications, including networking, graphics, multimedia, computer, consumer,
and telecommunications products, have created opportunities for high performance
memory products. Based upon a March 2004 market study by iSuppli, Taiwan
Digitimes, the market for DRAM memory products worldwide was estimated to be
approximately US$17.3 billion in 2003 and is anticipated to grow at the rate of
22% per annum in 2004. Samsung is among the world's largest developers and
manufacturers of memory products.

         Set forth below is a table forecasting on world-wide semiconductors
sales to 2008, prepared by Gartner Dataquest.


                                       5
<PAGE>

                            [TABLE GRAPHIC OMITTED]

                FORECAST ON WORLD SEMI-CONDUCTORS SALES TURNOVER


                         Year          Sales Turnover
                         ----          --------------
                         2004               21.7
                         2005               24.6
                         2006               24
                         2007               26.5
                         2008               29.4

         As the largest memory chip manufacturer in the world, sales of Samsung
DRAM memory products resulted in sales of approximated US$4.9 billion in 2003
(representing approximately 28.3% of the overall DRAM market). Like many of the
major manufacturers of memory products, Samsung markets and sells its products
through a network of non-exclusive distributors who are granted rights to sell
within specific territories. There are approximately 200 distributors of Samsung
memory products worldwide and only 6 authorized distributors in Hong Kong who
serve the Hong Kong and Southern China markets.

-----------------------------------------------------------------------------
Rating    Manufacturer           2003 Turnover (in million)     Market Share
-----------------------------------------------------------------------------
1         Samsung                US$4,946.10                    28.6%
-----------------------------------------------------------------------------
2         Micron                 US$3,305.77                    19.1%
-----------------------------------------------------------------------------
3         Infineon               US$2,810.60                    16.3%
-----------------------------------------------------------------------------
4         Hynix                  US$2,548.00                    14.7%
-----------------------------------------------------------------------------
Information taken from DigiTimes Research dated March 2004.


         The semiconductor industry is highly cyclical and has been subject to
significant downturns at various times that have been characterized by
diminished product demand, production overcapacity and under-capacity, and
accelerated erosion of selling prices. The market for DRAM and SRAM devices is
continuing to experience excess supply relative to demand, which has resulted in
a significant downward trend in average selling prices in 2002 and 2003.
Although we are unable to predict future trends in average selling prices,
historically the semiconductor industry has experienced significant declines in
average selling prices.

         CUSTOMERS

         As of December 31, 2003, we had approximately 130 active customers in
Hong Kong and Southern China, the majority of whom are memory product traders
and PC/Servers OEM manufacturers. No one customer accounted for more than 25% of
our revenues for 2003, 2002 and 2001. Sales to Classic Electronics Ltd., a
related party, accounted for 23%, 12% and 7% of the Company's net sales for the
years ended December 31, 2003, 2002 and 2001, respectively. In order to control
our credit risks, we do not offer any credit terms to our customers other than a
small number of clients who have long-established business relationships with
us.


                                       6
<PAGE>

         SALES AND MARKETING

         As of December 31, 2003, we employed a total of 13 salespeople, each of
whom has several years experience in the memory products industry. Nine of these
salespeople are stationed in our headquarters offices in Hong Kong; and four
work out of our representative office in Shenzhen, China as customer liaisons.
These sales forces co-operate with key memory product retailers and PC/Servers
OEM manufacturers to ensure that clients are supplied promptly with Samsung
memory products. We intend to expand our sales force if levels of business
materially increase in the next twelve months.

         MARKET RESEARCH

         We invest significant resources in market research for our own account
to provide prompt and accurate market intelligence and feedback on a quarterly
or on demand basis to Samsung in order to assist Samsung's production planning
and products allocation functions and maintains the close business relationship
accordingly.

         SUPPLIERS

         As of December 31, 2003, we distributed mostly Samsung memory products
and relied heavily on Samsung to supply these products. Since 1993, our
procurement operations have been supported by Samsung Electronics H.K. Co., Ltd.
("SAMSUNG HK"), a wholly-owned subsidiary of Samsung, to ensure there are enough
supplies of memory products according to our monthly sales quota although there
is no written supply agreement in place with Samsung HK. Samsung HK is allocated
quantities of Samsung memory products each year based on anticipated demand for
such products by the customers of the various distributors of Samsung memory
products in Hong Kong. The distributors that are supported by Samsung HK provide
Samsung HK with their own annual estimates of product demand. In case of
unexpectedly strong demand in the market exceeding our monthly sales quota,
there is no assurance that Samsung HK will be able to supply sufficient memory
products to us and other non-exclusive distributors to meet such demand in
excess of Samsung's global allocation policy to Samsung HK. In the event of a
supply shortage, the market prices of such memory products typically rise and
any loss of income attributable to our inability to fulfill all of our orders
would typically be offset by the increase in commission income as a result of
any increase in the market prices of such memory products. The most recent
instance of a supply shortage of memory products occurred in early 2003 as a
result of unexpectedly strong demand in Hong Kong and Southern China. We believe
that this shortage of product was unusual and has not had an adverse effect on
our reputation insofar as we explained to our customers the reason for our
inability to fill their orders and we believe that other suppliers of Samsung
memory products in Hong Kong and Southern China experienced similar shortages.
However, no assurance can be given that such shortages will not recur or that
such shortage and future shortages won't have a negative impact on our business.

         Atlantic relies primarily on Samsung to provide it with memory products
for distribution to its clients. Atlantic's relationship with Samsung is
primarily maintained through Mr. Yang. If our relationship with Samsung is
terminated or if Mr. Yang terminates his employment with Atlantic, Atlantic may
be unable to renew the Distribution Agreement with Samsung or may not be able to
continue as a distributor of Samsung memory products on favorable terms if at
all.

         Atlantic maintains a relatively low level of inventories in its
warehouse as the turnover for memory products is relatively high. The Company
places orders from Samsung after the Company receives orders from its customers.
Atlantic usually ships the products to its customers within a week after it
receives the products from Samsung. In order to maintain stability of pricing
for its products,


                                       7
<PAGE>

Samsung limits the profit of its distributors (commissions) to a percentage of
Samsung's selling price. On a quarterly basis, Samsung calculates the
commissions payable to Atlantic based on the agreed schedule set forth in the
Distribution Agreement and makes payment of such commissions to Atlantic within
7 days after each quarter end.

         COMPETITION

         The memory products industry in the Hong Kong and Southern China
markets is very competitive. However, as one of the world's largest memory
products manufacturers, Samsung's memory products are competitively priced and
have an established reputation for product quality and brandname recognition in
the retail and PC/Server OEM segments. We, as one of the largest distributors of
Samsung's memory products for the Hong Kong and Southern China markets, believe
we are in a strong competitive position against other US, Japanese and Taiwanese
memory products manufacturers and distributors.

         Samsung's principal competitors in the Hong Kong and Southern China
markets include Hynix and other Taiwanese manufacturers such as ESMT, Winbond,
Etron and Mira. Our principal competitors also include the 5 other non-exclusive
distributors of Samsung memory products in the Hong Kong and Southern China
markets. Samsung may at its sole discretion increase the number of distributors
of its products in Hong Kong and Southern China which would result in increased
competition for us.

         REGULATION

         As of December 31, 2003, our business operations were not subject to
the regulations of any jurisdiction other than China. Although we are not
formally authorized to do business in the People's Republic of China, we have
been permitted by the Chinese authorities to establish a representative office
in Shenzhen, China to carry out liaison works for our customers in Southern
China. We execute our sales contracts and deliver our products in Hong Kong for
our Chinese customers and there have been no restrictions imposed on us by the
mainland Chinese authorities with respect to our pursuit of business growth and
opportunities in China.

         EMPLOYEES

         As of December 31, 2003, we had 40 employees. Of the 40 employees, 13
employees are in sales and marketing, 13 employees are in administration, eight
employees are in engineering, six employees are in customer service and liaison.
None of our employees are represented by labor unions.

         Our primary hiring sources for employees include referrals from
existing employees, print and Internet advertising and direct recruiting. All of
our employees are highly skilled and educated and subject to rigorous recruiting
standards appropriate for a company involved in the distribution of brandname
memory products. We attract talent from numerous sources, including higher
learning institutions, colleges and industry. Competition for these employees is
intense.


                                       8
<PAGE>

         EMPLOYEE COMPENSATION

         For the years ended December 31, 2003, 2002, and 2001, among our
current and former executive officers and directors, Mr. Yang our chairman,
director and chief executive officer, Mr. Wong our director, Mr. Jeffrey Green,
our former president and director and Phyllis Green our former executive
administrator and director had annual compensation exceeding $100,000. No
long-term compensation was awarded or paid to these individuals in 2003, 2002 or
2001.

         As of December 31, 2003, we did not have any formal written employment
agreements with any of our directors, executives or other employees and we had
not issued any stock options or stock appreciation rights to any executive
officers (or any other persons). We may grant stock options or stock
appreciation rights to these or other executive officers or other persons in the
future at the discretion of our Board of Directors.

RISK FACTORS

         In addition to the other information contained in this report, the
following risk factors should be considered carefully in evaluating an
investment in ACL and in analyzing our forward-looking statements.

IF OUR RELATIONSHIP WITH SAMSUNG IS TERMINATED, WE MAY NOT BE ABLE TO CONTINUE
OPERATIONS.

         We rely ultimately on Samsung to provide us with memory products for
distribution to our clients even though we, with the consent from Samsung HK,
can purchase the required memory products from other Samsung distributors under
the same mode in calculation of commission income receivable from Samsung. Our
relationship with Samsung is primarily maintained through our Chief Executive
Officer Mr. Yang. If our relationship with Samsung is terminated or if Mr. Yang
terminates his employment with us, we may be unable to replace Samsung as
distributor of memory products on favorable terms if at all.

         Although we are not an exclusive distributor of Samsung's memory
products, we believe we are the largest Samsung memory products distributor for
the Hong Kong and Southern China markets. Although the Distribution Agreement is
subject to annual renewal at Samsung's option, we do not foresee, based upon the
long-term business relationship with Samsung established by Mr. Yang and our
sales history with respect to the distribution of Samsung's memory products, any
significant obstacles to obtaining renewals of the Distribution Agreement in the
foreseeable future. However, no assurances can be given that Samsung will
definitely renew the Distribution Agreement or, if renewed, on terms
satisfactory to us.

         In addition, Samsung has the right to increase the number of
distributors of its memory products in Hong Kong and the Southern China markets
without consulting us. If Samsung significantly increases the number of
authorized distributors of its memory products, competition among Samsung
distributors, would increase and we may not be able to meet its annual sales
quota, which could increase the likelihood that Samsung would not renew the
Distribution Agreement, or if renewed, that we could operate profitably.

IF THE GROWTH RATE OF EITHER MEMORY PRODUCTS SOLD OR THE AMOUNT OF MEMORY USED
IN EACH PRODUCT DECREASES, SALES OF OUR PRODUCTS COULD DECREASE.

         We are dependent on the computer market as many of the memory products
that we distribute are used in PCs or peripheral products. DRAMs are the most
widely used semiconductor components in PCs.


                                       9
<PAGE>

In recent years, the growth rate of PCs sold has slowed or declined. If there is
a sustained reduction in the growth rate of either PCs sold or the average
amount of semiconductor memory included in each PC, sales of our memory products
built for those markets could decrease, and our results of operations, cash
flows and financial condition could be adversely affected.

THE MEMORY PRODUCT INDUSTRY IS HIGHLY COMPETITIVE.

         We face intense competition from a number of companies, some of which
are large corporations or conglomerates that may have greater resources to
withstand downturns in the semiconductor memory market, invest in technology and
capitalize on growth opportunities. To the extent Samsung memory products become
less competitive, our ability to effectively compete against distributors of
other memory products will diminish.

CURRENT ECONOMIC AND POLITICAL CONDITIONS MAY HARM OUR BUSINESS.

         Global economic conditions and the effects of military or terrorist
actions may cause significant disruptions to worldwide commerce. If these
disruptions result in delays or cancellations of customer orders, a decrease in
corporate spending on information technology or our inability to effectively
market, manufacture or ship our products, our results of operations, cash flows
and financial condition could be adversely affected. In addition, our ability to
raise capital for working capital purposes and ongoing operations is dependent
upon ready access to capital markets. During times of adverse global economic
and political conditions, accessibility to capital markets could decrease. If we
are unable to access the capital markets over an extended period of time, we may
be unable to fund operations, which could materially adversely affect our
results of operations, cash flows and financial condition.

IF SAMSUNG IS UNABLE TO RESPOND TO CUSTOMER DEMAND FOR DIVERSIFIED SEMICONDUCTOR
MEMORY PRODUCTS OR IS UNABLE TO DO SO IN A COST-EFFECTIVE MANNER, WE MAY LOSE
MARKET SHARE AND OUR RESULTS OF OPERATIONS MAY BE ADVERSELY AFFECTED.

         In recent periods, the semiconductor memory market has become
relatively segmented, with diverse memory needs being driven by the different
requirements of desktop and notebook PCs, servers, workstations, handheld
devices, and communications, industrial and other applications that demand
specific memory solutions. Samsung currently offers customers a variety of
memory products including DDR, RAM, FLASH, SRAM and MASK ROM.

         Samsung needs to dedicate significant resources to product design and
development to respond to customer demand for the continued diversification of
memory products. If Samsung is unable or unwilling to invest sufficient
resources to meet the diverse memory needs of customers, we, as a Samsung memory
products' major distributor may lose market share. In addition, as we diversify
our product lines, we may encounter difficulties penetrating certain markets,
particularly markets where we do not have existing customers. If we are unable
to respond to customer demand for market diversification in a cost-effective
manner, our results of operations may be adversely affected.

         If Samsung's global allocation process results in Samsung HK not having
sufficient supplies of memory product to meet all of our customer orders, this
would have a negative impact on our sales and could result in our loss of
customers. Although such shortages are infrequent, there was such a shortage
during the three months ended March 31, 2003 and no assurance can be given that
such shortages will not occur in the future. Currently, due to increased demand
in FLASH memory, ACL also experiences insufficient supplies of such products
from Samsung and loss of sales.

IF SAMSUNG'S MANUFACTURING PROCESS IS DISRUPTED, OUR RESULTS OF OPERATIONS, CASH
FLOWS AND FINANCIAL CONDITION COULD BE ADVERSELY AFFECTED.

         Samsung manufactures products using highly complex processes that
require technologically advanced equipment and continuous modification to
improve yields and performance. Difficulties in the


                                       10
<PAGE>

manufacturing process can reduce yields or disrupt production. From time to
time, we have experienced minor disruptions in product deliveries from Samsung
and we may be unable to meet our customers' requirements and they may purchase
products from other suppliers. This could result in loss of revenues or damage
to customer relationships.

WE BELIEVE THAT WE WILL REQUIRE ADDITIONAL EQUITY FINANCING TO REDUCE OUR
LONG-TERM DEBTS AND IMPLEMENT OUR BUSINESS PLAN.

         We anticipate that we will require additional equity financing in order
to reduce our long-term debts and implement our business plan of increasing
sales into the Southern China markets. There can be no assurance that we will be
able to obtain the necessary additional capital on a timely basis or on
acceptable terms, if at all. As a result of such financing, the holders of our
common stock may experience substantial dilution.

WE ARE HEAVILY DEPENDENT UPON THE ELECTRONICS INDUSTRY, AND EXCESS CAPACITY OR
DECREASED DEMAND FOR PRODUCTS PRODUCED BY THIS INDUSTRY COULD RESULT IN
INCREASED PRICE COMPETITION AS WELL AS A DECREASE IN OUR GROSS MARGINS AND UNIT
VOLUME SALES.

         Our business is heavily dependent on the electronics industry. A
majority of our revenues are generated from the networking, high-end computing
and computer peripherals segments of the electronics industry, which is
characterized by intense competition, relatively short product life-cycles and
significant fluctuations in product demand. Furthermore, these segments are
subject to economic cycles and have experienced in the past, and are likely to
experience in the future, recessionary periods. A recession or any other event
leading to excess capacity or a downturn in these segments of the electronics
industry could result in intensified price competition, a decrease in our gross
margins and unit volume sales and materially affect its business, prospects,
financial condition and results of operations.

OUR MAJOR STOCKHOLDER CONTROLS OUR BUSINESS, AND COULD DELAY, DETER OR PREVENT A
CHANGE OF CONTROL OR OTHER BUSINESS COMBINATION.

           One shareholder, Mr. Yang, our Chief Executive Officer and Chairman
of the Board of Directors, holds approximately 80.4% of our outstanding common
stock. By virtue of his stock ownership, Mr. Yang will control all matters
submitted to our board and our stockholders, including the election of
directors, and will be able to exercise control over our business, policies and
affairs. Through his concentration of voting power, he could cause us to take
actions that we would not consider absent his influence, or could delay, deter
or prevent a change of control of us or other business combination that might
otherwise be beneficial to our stockholders.

OUR STOCK PRICE HAS BEEN VOLATILE AND MAY FLUCTUATE IN THE FUTURE.

         There has been significant volatility in the market prices for publicly
traded shares of computer related companies, including ours. From September 30,
2003, the effective date of the acquisition of Atlantic Components Ltd., the
closing price of our common stock fluctuated from a per share high of $2.95 to a
low of $1.05 per share. The per share price of our common stock may not remain
at or exceed current levels. The market price for our common stock, and for the
stock of electronic companies generally, has been highly volatile. The market
price of our common stock may be affected by: (1) incidental level of demand and
supply of the stock; (2) daily trading volume of the stock; (3) number of public
stockholders in our stock; (4) fundamental results announced by ACL; and any
other unpredictable and uncontrollable factors.

IF ADDITIONAL AUTHORIZED SHARES OF OUR COMMON STOCK AVAILABLE FOR ISSUANCE OR
SHARES ELIGIBLE FOR FUTURE SALE WERE INTRODUCED INTO THE MARKET, IT COULD HURT
OUR STOCK PRICE.


                                       11
<PAGE>

         We are authorized to issue 50,000,000 shares of common stock. As of
December 31, 2003, there were 27,829,936 shares of our common stock issued and
outstanding.

         Currently, outstanding shares of common stock are eligible for resale.
We are unable to estimate the amount, timing or nature of future sales of
outstanding common stock. Sales of substantial amounts of the common stock in
the public market by these holders or perceptions that such sales may take place
may lower the common stock's market price.

IF PENNY STOCK REGULATIONS IMPOSE RESTRICTIONS ON THE MARKETABILITY OF OUR
COMMON STOCK, THE ABILITY OF OUR STOCKHOLDERS TO SELL SHARES OF OUR STOCK COULD
BE IMPAIRED.

         The SEC has adopted regulations that generally define a "penny stock"
to be an equity security that has a market price of less than $5.00 per share or
an exercise price of less than $5.00 per share subject to certain exceptions.
Exceptions include equity securities issued by an issuer that has (i) net
tangible assets of at least $2,000,000, if such issuer has been in continuous
operation for more than three years, or (ii) net tangible assets of at least
$5,000,000, if such issuer has been in continuous operation for less than three
years, or (iii) average revenue of at least $6,000,000 for the preceding three
years. Unless an exception is available, the regulations require that prior to
any transaction involving a penny stock, a risk of disclosure schedule must be
delivered to the buyer explaining the penny stock market and its risks. Our
common stock is currently trading at under $5.00 per share. Although we
currently fall under one of the exceptions, if at a later time we fail to meet
one of the exceptions, our common stock will be considered a penny stock. As
such the market liquidity for the common stock will be limited to the ability of
broker-dealers to sell it in compliance with the above-mentioned disclosure
requirements.

You should be aware that, according to the SEC, the market for penny stocks has
suffered in recent years from patterns of fraud and abuse. Such patterns
include:

     o   Control of the market for the security by one or a few broker-dealers;

     o   "Boiler room" practices involving high-pressure sales tactics;

     o   Manipulation of prices through prearranged matching of purchases and
         sales;

     o   The release of misleading information;

     o   Excessive and undisclosed bid-ask differentials and markups by selling
         broker-dealers; and

     o   Dumping of securities by broker-dealers after prices have been
         manipulated to a desired level, which hurts the price of the stock and
         causes investors to suffer loss.

We are aware of the abuses that have occurred in the penny stock market.
Although we do not expect to be in a position to dictate the behavior of the
market or of broker-dealers who participate in the market, we will strive within
the confines of practical limitations to prevent such abuses with respect to our
common stock.

SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW MAY DETER A THIRD PARTY FROM
ACQUIRING US.

         Section 203 of the Delaware General Corporation Law prohibits a merger
with a 15% shareholder within three years of the date such shareholder acquired
15%, unless the merger meets one of several exceptions. The exceptions include,
for example, approval by two-thirds of the shareholders (not counting the 15%
shareholder), or approval by the Board prior to the 15% shareholder acquiring
its 15% ownership. This provision makes it difficult for a potential acquirer to
force a merger with or takeover of the Company, and could thus limit the price
that certain investors might be willing to pay in the future for shares of our
common stock.


                                       12
<PAGE>

ITEM 2.  PROPERTIES

         Our principal offices occupy approximately 4,989 square feet gross
floor area located at B24-B27, 1/F., Block B, Proficient Industrial Centre, 6
Wang Kwun Road, Kowloon Bay, Kowloon, Hong Kong, which is leased from Classic
Electronics Ltd., a related party, covering a lease period from December 1, 2003
to November 30, 2004 at monthly rental of HK$17,137 (approximately US$2,197).

         We also lease a warehouse unit of approximately 825 square feet gross
floor area located at B34, 2/F., Block B, Proficient Industrial Centre, 6 Wang
Kwun Road, Kowloon Bay, Kowloon, Hong Kong pursuant to a one-year lease with
Classic Electronics Ltd. which covers a period from December 1, 2003 to November
30, 2004 with monthly lease payments of HK$5,363 (approximately US$687).

         We also lease approximately 3,000 square feet gross floor area for its
directors' offices located at No. 78, 5th Street, Hong Lok Yuen, Tai Po, New
Territories, Hong Kong for Mr. Yang which is covered by a one year lease with
Classic Electronics Ltd. which expires on March 31, 2004, with monthly rentals
of HK$35,000 (approximately US$4,487). Mr. Ben Wong, one of our Directors, is
also a director of Classic Electronics Ltd.

         We also lease an office unit of approximately 1,273.8 square feet gross
floor area located at Room 2307, 23/F., Building A, United Plaza, No.5022 Binhe
Road, Futian Centre, Shenzhen, China pursuant to a two-year lease dated June 1,
2002 with Shenzhen Jing Tian Wei Investment Development Co. Ltd. which expires
on May 30 2004 with monthly lease payments of RMB7, 643 (approximately US$920).

         In the event that such facilities should become unavailable, we believe
that alternative facilities could be obtained on a competitive basis.

ITEM 3. LEGAL PROCEEDINGS

         In the ordinary course of business we may be subject to litigation from
time to time. There is no past, pending or, to our knowledge, threatened
litigation or administrative action (including litigation or action involving
our officers, directors or other key personnel) which in our opinion has, had,
or is expected to have, a material adverse effect upon our business, prospects
financial condition or operations.

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

            On November 3, 2003, an action by written consent of the holders of
a majority of the outstanding shares of common stock of the Company approved an
amendment to the Company's Certificate of Incorporation to change the Company's
name from "Print Data Corp." to "ACL Semiconductors Inc."


                                       13
<PAGE>

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Our common stock is quoted on the OTC Bulletin Board under the symbol
"ACLO". The following table shows, for the periods indicated, the high and low
closing prices per share of our common stock as reported by the OTC Bulletin
Board.

                                  COMMON STOCK

<TABLE>
<CAPTION>
          QUARTERS ENDED                                                                                    HIGH              LOW

<S>                                                                                                         <C>              <C>
          FISCAL YEAR
          ENDED DECEMBER 31, 2003:
          Quarter ended March 31, 2003 ...............................................................       N/A              N/A
          Quarter ended June 30, 2003 ................................................................       N/A              N/A
          Quarter ended September 30, 2003 (since September 30, 2003) ................................      $1.05            $1.05
          Quarter ended December 31, 2003 ............................................................      $2.95            $1.50

          FISCAL YEAR
          ENDED DECEMBER 31, 2002:
          Quarter ended March 31, 2002 ...............................................................       N/A              N/A
          Quarter ended June 30, 2002 ................................................................       N/A              N/A
          Quarter ended September 30, 2002 ...........................................................       N/A              N/A
          Quarter ended December 31, 2002 ............................................................       N/A              N/A
</TABLE>

         As of April 5, 2004, the last reported sale price of our common stock,
as reported by the OTC Bulletin Board, was $1.46 per share.

         As of March 31, 2004, there were approximately 207 holders of record of
our common stock. We are informed and believe that as of March 31, 2003, Cede &
Co. held 2,100,301 shares of our common stock as nominee for Depository Trust
Company, 55 Water Street, New York, New York 10004. It is our understanding that
Cede & Co. and Depository Trust Company both disclaim any beneficial ownership
therein and that such shares are held for the account of numerous other persons.

         Since our reverse-acquisition of Atlantic Components Ltd., effective
September 30, 2003, we have never paid cash dividends on our capital stock. We
currently anticipate that we will retain all available funds for use in the
operation and expansion of our business, and do not anticipate paying any cash
dividends in the foreseeable future.

EQUITY COMPENSATION PLAN INFORMATION

          We do not have any compensation plans (including individual
compensation arrangements) under which our equity securities are authorized for
issuance to employees or non-employees (such as directors and consultants), as
of December 31, 2003.



                                       14
<PAGE>

ITEM 6. SELECTED FINANCIAL DATA

         The following consolidated selected financial data, at the end of and
for the last three fiscal years, should be read in conjunction with our
Consolidated Financial Statements and related Notes thereto appearing elsewhere
in this Annual Report on Form 10-K. The consolidated selected financial data are
derived from our consolidated financial statements that have been audited by
Stonefield Josephson, Inc., our independent auditors, as indicated in their
report included herein. The selected financial data provided below is not
necessarily indicative of our future results of operations or financial
performance.

<TABLE>
<CAPTION>
                                                                       2003                       2002                      2001
                                                                   ------------               ------------              ------------
<S>                                                                <C>                        <C>                       <C>
Net Sales                                                          $ 72,672,797               $ 85,343,249              $ 61,663,209
Net income (loss)                                                  $ (1,437,670)              $    986,876              $    238,292

Earnings (loss) per common
share-basic and diluted                                            $      (0.06)              $       0.04              $       0.01
Total Assets                                                       $  9,570,808               $  7,215,169              $  7,429,388

Long-term Debt                                                     $    194,703               $  1,071,503              $  1,780,303

Weighted average number of
shares outstanding - basic
and diluted
                                                                     23,753,682                 22,380,000                22,380,000
</TABLE>


                                       15
<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

         THIS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS AND OTHER PORTIONS OF THIS REPORT CONTAIN FORWARD-LOOKING
INFORMATION THAT INVOLVE RISKS AND UNCERTAINTIES. ACL'S ACTUAL RESULTS COULD
DIFFER MATERIALLY FROM THOSE ANTICIPATED BY THE FORWARD-LOOKING INFORMATION.
FACTORS THAT MAY CAUSE SUCH DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO,
AVAILABILITY AND COST OF FINANCIAL RESOURCES, PRODUCT DEMAND, MARKET ACCEPTANCE
AND OTHER FACTORS DISCUSSED IN THIS REPORT UNDER THE HEADING "RISK FACTORS."
THIS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS SHOULD BE READ IN CONJUNCTION WITH ACL'S FINANCIAL STATEMENTS AND THE
RELATED NOTES INCLUDED ELSEWHERE IN THIS REPORT.

OVERVIEW

         CORPORATE BACKGROUND

         ACL is engaged primarily in the business of distribution of memory
products under "Samsung" brandname which comprise DRAM and Graphic RAM, FLASH,
SRAM and MASK ROM for the Hong Kong and Southern China markets.

         As of December 31, 2003, ACL had more than 130 active customers in Hong
Kong and Southern China.

         Pricing for the Samsung memory products ranges from approximately $0.17
to $750 depending on the product specifications. ACL sells its products in Hong
Kong and Southern China and does not anticipate selling its products outside of
these regions in the foreseeable future.

         For the years ended December 31, 2003, 2002, and 2001, our largest 5
customers accounted for 43%, 36% and 40% of our sales, respectively. As of
December 31, 2003, we had a working capital deficit of $254,562 and accumulated
deficit of $2,330,182 after declaration and payment of dividends of $512,821 to
our then sole beneficial shareholder before the acquisition by Print Data Corp.
We generated revenues of $72,672,797 for the year ended December 31, 2003 and
recorded a net loss of $1,437,670 after recording a one-time merger cost of
$2,753,620. In addition, during the year ended December 31, 2003, net cash used
for operating activities amounted to $216,151.

         We are in the mature stage of operations and, as a result, the
relationships between revenue, cost of revenue, and operating expenses reflected
in the financial information included in this document to a large extent
represent future expected financial relationships. Much of the cost of revenue
and operating expenses reflected in our financial statements are recurring costs
in nature.

         PLAN OF OPERATIONS

         Our business objectives are to offer updated market intelligence to
Samsung in connection with the Hong Kong and Southern China markets' demand in
memory products and secure high-quality Samsung products in order to meet the
market demands of individual and corporate users in Hong Kong and Southern
China. Each quarter, we work closely with Samsung to present updated market
information collected from retail channels and corporate users to assist Samsung
to plan their production and allocation schedule for the coming six months. Our
business strategy is to assist Samsung in implementing their production planning
using market intelligence to balance the supply and demand of memory products in
the Hong Kong and Southern China markets. Accordingly, we maintain and develop


                                       16
<PAGE>

a sales and market research team to answer marketing questions from Samsung on a
regular basis. In addition, our established distribution channels covering
retail outlets and major corporate users in the region allows those retail or
ultimate customers a secure stable supply of Samsung's memory products with
competitive prices. We are a non-exclusive distributor of Samsung, and enjoy a
minimum guaranteed gross profit margin of approximately 5% of products sold in
form of sales rebate payable by Samsung.

         General and administrative costs are expected to increase in future
periods due to the increased compliance (legal, accounting and insurance)
requirements arising out of our being a public company.

ACCOUNTING PRINCIPLES; ANTICIPATED EFFECT OF GROWTH

         Below is a brief description of basic accounting principles which we
adopt in determining our recognition of revenues and expenses, as well as a
brief description of the effects that the management believe that its
anticipated growth will have on our revenues and expenses in the future 12
months.

REVENUES

         Sales revenue and commission income from Samsung are recognized upon
the transfer of legal title of the electronic components to the customers. At
December 31, 2003, we had more than 130 active customers.

         The quantities of our memory products sales will fluctuate with the
changes in demand from our customers and the prices set by Samsung for us to
charge our customers are expected to fluctuate as a result of current economic
situation and its impact on the market. During 2003, we have experienced an
increase in the general demand for memory products among the personal and
corporate users in the Hong Kong and Southern China regions due to general
recovery of economies, in particular for the third and fourth quarters of 2003.
We believe that current market demand exceeds the planned production of most
memory products manufacturers in the world and has resulted in upward pressure
in average pricing of the existing memory products offered by ACL and we expect
such pressure to continue through the next 12 months. Due to insufficient
allocation of memory products from Samsung HK, ACL also sourced Samsung memory
products from other Samsung memory products importers during the third and
fourth quarters of 2003. This move had a positive impact on the Company and
enabled it to improve its level of gross profits when compared to that of the
previous year. This, together with the successful cost control measures
implemented during the year ended December 31, 2003, enabled ACL to record an
increase of 33.3% in net income before the merger costs over the year ended
December 31, 2002. ACL believes it is uniquely positioned to take advantage of
any such upward trend as one of the largest distributors of memory products
distributor in Hong Kong and Southern China one of the largest memory products
manufacturers in the world.

         We believe the essential element of our growth in the future, will be
to obtain adequate financial resources as additional working capital to meet
increased market demand from personal and business users of personal computers
in Southern China.

COST OF REVENUES

         Cost of revenues consists of costs of goods purchased from our
principal supplier, Samsung and purchases from other Samsung authorized
distributors. Many factors affect our gross margin, including, but not limited
to, the volume of production orders placed on behalf of our customers, the
competitiveness of the memory products industry and the availability of cheaper
Samsung memory products from overseas Samsung distributors due to regional
demand and supply situation. Nevertheless,


                                       17
<PAGE>

ACL's procurement operations are supported by Samsung HK, although there is no
written supply agreement in place between us and Samsung HK. Our cost of goods,
as a percentage of total revenues, amounted to approximately 93.9% for the year
ended December 31, 2003 and approximately 95.6% the year ended December 31,
2002.

OPERATING EXPENSES

         Our operating expenses for the year ended December 31, 2002 and the
year ended December 31, 2003 were comprised of selling and marketing, general
and administrative, and merger cost.

         Selling expenses consisted primarily of general expenses including
salaries and bonuses paid to its sales, marketing and customer service and
internal commissions paid to internal sales personnel and costs associated with
advertising and marketing activities.

         General and administrative expenses include all corporate and
administrative functions that serve to support our current and future operations
and provide an infrastructure to support future growth. Major items in this
category include management and staff salaries, rent/leases, professional
services, and travel and entertainment. We expect these expenses to increase as
a result of increased legal and accounting fees anticipated in connection with
our compliance with ongoing reporting and accounting requirements of the SEC and
to the extent that we expand our business. Sales and marketing costs are
expected to fluctuate as a percentage of revenue due to the addition of sales
personnel and various marketing activities planned throughout the year.

         Merger cost includes the fair value of shares issued to certain
consultants related to the reverse-acquisition between ACL and Atlantic
Components Ltd.

         Interest expense, including finance charges, relates primarily to our
short-term and long-term bank borrowings, which we intend to reduce.

RESULTS OF OPERATIONS

         The following table sets forth audited income statement data for the
years ended December 31, 2003, December 31, 2002, and December 31, 2001 and
should be read in conjunction with "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS" and our financial statements and
the related notes appearing elsewhere in this document.


                                       18
<PAGE>

                                                Year Ended December 31
                                       -----------------------------------------
                                                         (US$)

                                          2003           2002            2001
                                          ----           ----            ----

Net sales                              72,672,797      85,343,249     61,663,209
Cost of sales                          68,214,587      81,591,046     58,513,506
Gross profit                            4,458,210       3,752,203      3,149,703

Operating expenses:

  Selling                                 149,364         204,837        261,757
  General and administrative            2,571,147       2,225,205      2,289,165
  Merger cost                           2,753,620            --             --
  Total operating expenses
                                        5,474,131       2,430,042      2,550,922

Income (loss) from operations          (1,015,921)      1,322,161        598,781

Interest expense                          166,509         213,589        355,054
Net income (loss)                      (1,437,670)        986,876        238,292

YEAR ENDED DECEMBER 31, 2003 COMPARED TO THE YEAR ENDED DECEMBER 31, 2002

         NET SALES

         Sales decreased by $12,670,452 or 14.8% from $85,343,249 for year ended
December 31, 2002 to $72,672,797 for the year ended December 31, 2003. This
decrease resulted primarily from the impact of the US/Iraq War and SARS on the
economies of Hong Kong and Southern China during the first and second quarters
of 2003. We expect our sales in year 2004 to increase to more than $100 million
given the current strong demand of our Samsung memory products and the positive
impact to our sales after the acquisition of majority of interest in Classic
Electronics Ltd. as anticipated in the second quarter of 2004.

         COST OF SALES

         Cost of sales decreased $13,376,459 or 16.4%, from $81,591,046 for the
year ended December 31, 2002 to $68,214,587 for the year ended December 31,
2003. The decrease in cost of revenue resulted from the decrease in sales of
Samsung's memory products and availability of cheaper Samsung memory products
from overseas Samsung distributors due to the regional demand and supply
situation. As a percentage of net sales, cost of sales decreased slightly from
95.6% of net sales in the year ended December 31, 2002 to 93.9% of net sales in
the year ended December 31, 2003. We expect our cost of sales in fiscal 2004 to
increase as a result of our expectation of an increase in sales in fiscal 2004.

         GROSS PROFIT

         Gross profit increased by $706,007, or 18.8% from $3,752,203 for the
year ended December 31, 2002 to $4,458,210 for the year ended December 31, 2003.
The increase in gross profit was primarily due to the decrease of cost of sales
of the company. The gross profit improved accordingly to 6.1% of revenue for the
year ended December 31, 2003 compared to 4.4% of revenue for the year ended
December 31, 2002 because they purchased certain products at an extremely high
margin. We expect our gross profit margin in year 2004 will be around 5% in view
of Atlantic's historical average and the historical gross profit margins of
Classic Electronics Ltd. after our acquisition as anticipated in the second
quarter of 2004.


                                       19
<PAGE>

         OPERATING EXPENSES

         Selling expenses decreased by $55,473, or 27.1%, from $204,837 for the
year ended December 31, 2002 to $149,364 for the year ended December 31, 2003
due to a decrease of sales, we believe principally, as a result of the US/Iraq
War and SARS during the first and second quarters of 2003. As a percentage of
sales, sales and marketing expense maintained at 0.2% of revenue for both the
years ended December 31, 2003 and December 31, 2002. We expect sales and
marketing expenses will increase in fiscal 2004 due to expected increase in
sales and the consolidation of selling expenses of Classic Electronics Ltd.
after our acquisition as 51% subsidiary in the second quarter of 2004.
Nevertheless, we expect that as a percentage of sales, sales and marketing
expenses in fiscal 2004 will maintain at similar level as in fiscal 2003.

         General and administrative expenses increased $345,942 or 15.5% from
$2,225,205 for the year ended December 31, 2002 to $2,571,147 for the year ended
December 31, 2003. The increase was primarily attributable to the professional
costs incurred in connection with the reverse merger by Print Data Corp.
occurring during the year ended December 31, 2003. Due to anticipated financing
and acquisition activities in 2004 and the consolidation of general and
administrative expenses of Classic Electronics Ltd. after our acquisition
anticipated in the second quarter of 2004, we expect that general and
administrative expenses will increase in year 2004.

         Merger cost of $2,753,620 represents the fair value of common stock
issued to consultants and advisors related to the acquisition of Atlantic by
Print Data Corp., which took place on September 30, 2003. No such cost was
incurred during the year ended December 31, 2002. We do not expect reoccurrence
of such cost in year 2004. We don't expect the merger cost to be incurred
related to the acquisition of Classic Electronic Ltd. occurring in 2004 to be as
much as the that related to the acquisition.

         Loss from operations for the Company was $1,015,921 for the year ended
December 31, 2003 compared to net income of $1,322,161 for the year ended
December 31, 2002, a decrease in net income or increase of net loss by
$2,338,082. This increase in net loss was primarily due to merger cost of
$2,753,620 incurred in September 2003 related to the acquisition of Atlantic.
Excluding the merger cost, income from operations increased $415,538 or 31% to
$1,737,699 for the year ended December 31, 2003, compared to $1,322,161 for the
year ended December 31, 2002. This increase was the result of an increase of
gross profits during the year 2003, offset by increased general and
administrative expenses. As a result of expected increase of sales in year 2004
with no anticipated reoccurrence of merger cost, we expect positive operating
income in 2004.

         OTHER INCOME (EXPENSES)

         Interest expense decreased by $47,080, or 22%, from interest expense of
$213,589 in the year ended December 31, 2002, to $166,509 in the year ended
December 31, 2003. This decrease was due to lower average loan balances in 2003.
In the year ended December 31, 2003, interest expense related primarily to
Atlantic's bank charges and interest incurred from its short-term and long-term
bank borrowings. We expect our interest expense will decrease in year 2004 given
the effect of continuous repayments of long-term bank borrowings, offset by
consolidation of the line-of-credit and long-term bank borrowings of Classic
Electronics Ltd. after our acquisition anticipated in the second quarter of
2004.


                                       20
<PAGE>

         Gain on disposal of property and equipment increased by $7,228, from $0
in the year ended December 31, 2002 to $7,228 in the year ended December 31,
2003, due to certain automobile being disposed during 2003, which was replaced
with new purchases of automobile. We do not expect there will be any significant
gain or loss on disposal of property or equipment in year 2004.

         The Company's net loss increased by $2,424,546 to $1,437,670 for the
year ended December 31, 2003 compared to an income of $986,876 for the year
ended December 31, 2002. Excluding the merger cost of $2,753,620, the Company's
net profit increased by $329,074 which represents an increase of 33% over the
profit of 2002. Excluding the effect of the merger cost recorded in year 2003,
we expect the Company's net income will increase by about $1 million in year
2004 in view of Atlantic's current sales forecast and the effect of anticipated
acquisition of Classic Electronics Ltd. in the second quarter of 2004.

         INCOME TAX

         The income tax increased by $154,810 from $111,056 for the year ended
December 31, 2002 to $265,866 for the year ended December 31, 2003, from an
effective tax rate of 10% to a negative effective rate of 23%. Excluding non tax
deductible merger cost incurred in 2003, the effective tax rate would have been
17% which approximated the standard tax rate imposed by the local Hong Kong tax
authority. During 2001, the Company had certain income which is not subject to
tax which lower both the effective tax rate and income tax expense.

         YEAR ENDED DECEMBER 31, 2002 COMPARED TO THE YEAR ENDED  DECEMBER 31,
         2001

         NET SALES

         Sales increased by $23,680,040 or 38.4% to $85,343,249 for year ended
December 31, 2002 from $61,663,209 for the year ended December 31, 2001. This
increase resulted primarily from an increase in net sales of Samsung's memory
products due to strong market demand in 2002.

         COST OF SALES

         Cost of sales increased $23,077,540 or 39.4%, to $81,591,046 for the
year ended December 31, 2002 from $58,513,506 for the year ended December 31,
2001. The increase in cost of sales resulted from the increase in sales of
Samsung's memory products. As a percentage of net sales, cost of sales increased
slightly to 95.6% of net sales in the year ended December 31, 2002 from 94.9% of
net sales in the year ended December 31, 2001.

         GROSS PROFIT

         Gross profit increased by $602,500, or 19.1% to $3,752,203 for the year
ended December 31, 2002 from $3,149,703 for the year ended December 31, 2001.
The increase in gross profit was primarily due to the increase in net sales over
the 2 years. The gross profit decreased slightly from 5.1% of net sales for the
year ended December 31, 2001 compared to 4.4% of net sales for the year ended
December 31, 2002.

         OPERATING EXPENSES

         Selling expenses decreased by $56,920, or 21.7%, to $204,837 for the
year ended December 31, 2002 from $261,757 for the year ended December 31, 2001
due to cost-cutting efforts implemented in the year of 2002.


                                       21
<PAGE>

         General and administrative expenses decreased by $63,960 or 2.8% to
$2,225,205 for the year ended December 31, 2002 from $2,289,165 for the year
ended December 31, 2001. The decrease was primarily attributable to certain cost
control measures executed during the year 2002.

         Income from operations for the Company was $1,322,161 for the year
ended December 31, 2002 compared to an income of $598,781 for the year ended
December 31, 2001, a increase of income by $723,380. The increase of income was
the result of increased gross profit through increase of sales and cost cutting
efforts during the year of 2002.

         OTHER INCOME (EXPENSES)

         Interest expense decreased by $141,465, or 39.8%, to interest expense
of $213,589 in the year ended December 31, 2002, from $355,054 in the year ended
December 31, 2001. The decrease in interest expense was due to lower interest
rate throughout 2002 and lower average loan balances. In the year ended December
31, 2002, interest expense related primarily to Atlantic's bank charges and
interest incurred from its short-term and long-term bank borrowings.

         The Company's net income increased by $748,584 to $986,876 for the year
ended December 31, 2002 compared to an income of $238,292 for the year ended
December 31, 2001, an increase of 314% due to increases of net sales and results
of cost reduction during the year of 2002.

         INCOME TAX

         The income tax increased by $111,056 from $0 for the year ended
December 31, 2001 to $111,056 for the year ended December 31, 2002, from an
effective tax rate of 0% to an effective rate of 10%. Prior to 2001, the Company
incurred operating loss which was carried forward to 2001 to offset the taxable
income.

LIQUIDITY AND CAPITAL RESOURCES

         Our principal sources of liquidity have been cash provided by
operations, bank lines of credit, subordinated convertible debt, and credit
terms from suppliers. Our principal uses of cash have been for operations and
working capital. We anticipate these uses will continue to be our principal uses
of cash in the future.

         We may require additional financing in order to reduce our long-term
debt and implement our business plan. In order to meet anticipated demand for
Samsung's memory products in the Southern China market over the next 12 months,
we anticipate an additional need of working capital of at least $2.0 million to
finance the cash flow required to finance the purchase of Samsung memory
products from Samsung HK one day in advance of the release of goods from Samsung
HK's warehouse before receiving payments from customers upon physical delivery
of such goods in Hong Kong which, in most instances, takes approximately two
days from such delivery. In certain limited instances, our customers are
permitted up to thirty (30) days to make payment for purchased memory products.
As the anticipated cash generated by our operations are insufficient to fund our
growth requirements, we will need to obtain additional equity funds. There can
be no assurance that we will be able to obtain the necessary additional capital
on a timely basis or on acceptable terms, if at all. In any of such events, our
business growth and prospects would be materially and adversely affected. As a
result of any such financing, if it is an equity financing, the holders of our
common stock may experience substantial dilution. In addition, as our results
may be negatively impacted as a result of political and economic factors beyond
our control, our capital requirements may increase.


                                       22
<PAGE>

         The following factors, among others, could cause actual results to
differ from those indicated in the above forward-looking statements: pricing
pressures in the industry; a continued downturn in the economy in general or in
the memory products sector; an unexpected decrease in demand for Samsung's
memory products; its ability to attract new customers; an increase in
competition in the memory products market; and the ability of some of our
customers to obtain financing. These factors or additional risks and
uncertainties not known to us or that we currently deem immaterial may impair
business operations and may cause our actual results to differ materially from
any forward-looking statement.

         Although we believe the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. We are under no duty to update any of the
forward-looking statements after the date of this report to conform them to
actual results or to make changes in its expectations.

         In the year ended December 31, 2003, net cash used for operating
activities amounted to $216,151 while in the year ended December 31, 2002, we
generated net cash of $1,629,294 in operating activities, a decrease of
$1,845,445. This decrease was caused, in part, by the acquisition deposit to
acquire the 51% equity interests in Classic Electronics Ltd. of $1,000,000 in
the year ended December 31, 2003 which was used to offset the accounts
receivable from Classic Electronics Ltd. by such amount. We expect net cash will
also be used for operating activities in year 2004 given the anticipated cash
consideration of $4,000,000 to acquire the 51% equity interests in Classic
Electronics Ltd. in the second quarter which will be used to offset the accounts
receivable from Classic Electronics Ltd. by such amount .

         In the year ended December 31, 2003, net cash provided by investing
activities amounted to $790,641 while in the year ended December 31, 2002, we
used net cash of $595,845 in investing activities, an increase of cash provided
by investing activities of $1,386,486. This increase was caused, in part, by
repayment of loans from stockholder of $807,724 in the year ended December 31,
2003 and in the year ended December 31, 2002, there was a net cash of $584,838
advanced to the stockholder. We do not expect a significant amount of cash used
for investing activities in 2004 as the acquisition of Classic Electronics
Limited will be principally by relief of outstanding accounts receivable and
issuance of common stock.

         In the year ended December 31, 2003, net cash used for financing
activities amounted to $286,353 while in the year ended December 31, 2002, we
used net cash of $909,049 in financing activities, a decrease of cash used for
financing activities of $622,696. This decrease was caused, in part, by proceeds
of line-of-credit and issuance of convertible note payable of $166,410 and
$250,000 respectively in the year ended December 31, 2003 and in the year ended
December 31, 2002, there was a net repayment of line-of-credit of $269,317. We
expect approximately $2,000,000 of cash will be provided by financing activities
in year 2004 for working capital purpose.

          In the year ended December 31, 2002, net cash provided by operating
activities was $1,629,294 while in the year ended December 31, 2001, we
generated net cash of $133,970 in operating activities, an increase of
$1,495,324. This increase was primarily due to increase of net income recorded
in year 2002 and a reduction of inventories.

         In the year ended December 31, 2002, net cash used by investing
activities amounted to $595,845 while in the year ended December 31, 2001, we
used net cash of $166,962 in investing activities, an increase of cash used for
investing activities of $428,883. This increase was caused, in part, by advances
of loans to our then sole stockholder of $584,838 in the year ended December 31,
2002 and in the year ended December 31, 2001, there was a net cash of $144,411
advanced to such stockholder.


                                       23
<PAGE>

         In the year ended December 31, 2002, net cash used for financing
activities amounted to $909,049 while in the year ended December 31, 2001, we
used net cash of $248,898 in financing activities, an increase of cash used for
financing activities of $660,151. This increase was caused, in part, by proceeds
of line-of-credit $210,651 in the year ended December 31, 2001 and in the year
ended December 31, 2002, there was a net repayment of line-of-credit of
$269,317.

         An essential element of the Company's growth in the future, will be to
obtain adequate additional working capital to meet anticipated market demand
from personal computer users (business and personal) in Southern China. The
Company anticipates most of its additional capital to come from equity sources.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         ACL is exposed to market risk for changes in interest rates as our bank
borrowings accrue interest at floating rates of 0.5% to 1.0% over the Best
Lending Rate (currently at 5.0% per annum) prevailing in Hong Kong. For the two
years ended December 31, 2003 and 2002, we did not generate any material
interest income. Accordingly, we believe that changes in interest rates may have
a material effect on our liquidity, financial condition or results of
operations.

IMPACT OF INFLATION

         We believe that our results of operations are not affected by moderate
changes in inflation rates as we expect we will be able to pass along component
price increases to our customers.

SEASONALITY

         We have not experienced any material seasonality in sales fluctuations
over the past 2 years in the memory products markets.

NEW ACCOUNTING PRONOUNCEMENTS

         In January 2003, the Financial Accounting Standards Board (FASB) issued
FASB Interpretation No. 46, "Consolidation of Variable Interest Entities, an
Interpretation of Accounting Research Bulletin (ARB) No. 51". This
interpretation clarifies the application of ARB No. 51, "Consolidated Financial
Statements", to certain entities in which equity investors do not have the
characteristics of a controlling financial interest or do not have sufficient
equity at risk for the entity to finance its activities without additional
subordinated financial support from other parties. In December 2003, the FASB
revised FASB Interpretation No. 46 (FIN 46R) which addresses certain
implementation issues and allowed companies with certain types of variable
interest entities to defer adoption of FIN 46R until the end of the first
interim or annual reporting period ending after March 15, 2004. The Company is
evaluating the impact of applying FIN 46R to its consolidated financial
statements.

         In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
133 on Derivative Instruments and Hedging Activities." SFAS 149 amends and
clarifies financial accounting and reporting of derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under SFAS
133, "Accounting for Derivative Instruments and Hedging Activities." This
Statement is effective for contracts entered into or modified after June 30,
2003, except for certain hedging relationships designated after June 30, 2003.
The adoption of this Statement did not have a material impact on the Company's
financial position, results of operations, or cash flows.


                                       24
<PAGE>

         In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." SFAS
150 establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. It
requires that issuers classify a financial instrument that is within its scope
as a liability (or an asset in some circumstances). With certain exceptions,
this Statement is effective for financial instruments entered into or modified
after May 31, 2003, and otherwise is effective at the beginning of the first
interim period beginning after June 15, 2003. The adoption of this Statement did
not have a material impact on the Company's financial position, results of
operations, or cash flows.

         In December 2003, the FASB issued Statement of Financial Accounting
Standards (SFAS) No. 132 (Revised 2003) "Employers' Disclosures about Pensions
and Other Postretirement Benefits." This standard replaces SFAS-132 of the same
title which was previously issued in February 1998. The revised SFAS-132 was
issued in response to concerns expressed by financial statement users about
their need for more transparency of pension information. The revised standard
increases the existing GAAP disclosures for defined benefit pension plans and
other defined benefit postretirement plans. However, it does not change the
measurement or recognition of those plans as required under: SFAS-87,
"Employers' Accounting for Pensions"; SFAS-88, "Employers' Accounting for
Settlements and Curtailments of Defined Benefit Pension Plans and for
Termination Benefits"; and SFAS-106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions." Specifically, the revised standard requires
companies to provide additional disclosures about pension plan assets, benefit
obligations, cash flows, and benefit costs of defined benefit pension plans and
other defined benefit postretirement plans. Also, for the first time, companies
are required to provide a breakdown of plan assets by category, such as debt,
equity and real estate, and to provide certain expected rates of return and
target allocation percentages for these asset categories. The revised SFAS-132
is effective for financial statements with fiscal years ending after December
15, 2003 and for interim periods beginning after December 15, 2003. The adoption
of this Statement did not have a material impact on the Company's financial
position, results of operations, or cash flows.

CONTRACTUAL OBLIGATIONS

The following table presents the Company's contractual obligations as of
December 31, 2003 over the next five years and thereafter:

                               Payments by Period

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

<TABLE>
<CAPTION>
                                                    LESS
                                                    THAN         1-3          4-5      AFTER 5
                                      AMOUNT       1 YEAR       YEARS        YEARS      YEARS
                                      ------       ------       -----        -----      -----
<S>                                 <C>          <C>            <C>           <C>       <C>
Operating Leases ................       51,960       51,960         --           --      --
Convertible note payable ........      250,000      250,000         --           --      --
Long-term Debt ..................    1,078,834      884,131      181,229       13,474    --
                                    ----------   ----------   ----------   ----------   ----
    Total Contractual Obligations   $1,380,794   $1,186,091     $181,229      $13,474   $---
                                    ==========   ==========   ==========   ==========   ====
</TABLE>

CRITICAL ACCOUNTING POLICIES

         The U.S. Securities and Exchange Commission ("SEC") recently issued
Financial Reporting Release No. 60, "CAUTIONARY ADVICE REGARDING DISCLOSURE
ABOUT CRITICAL ACCOUNTING POLICIES" ("FRR 60"), suggesting companies provide
additional disclosure and commentary on their most critical accounting policies.
In FRR 60, the SEC defined the most critical accounting policies as the ones
that are most important to the portrayal of a company's financial condition and
operating results, and require management to make its most difficult and
subjective judgments, often as a result of the need to make


                                       25
<PAGE>

estimates of matters that are inherently uncertain. Based on this definition,
ACL's most critical accounting policies include: inventory valuation, which
affects cost of sales and gross margin; policies for revenue recognition,
allowance for doubtful accounts, and stock-based compensation. The methods,
estimates and judgments ACL uses in applying these most critical accounting
policies have a significant impact on the results ACL reports in its
consolidated financial statements.

INVENTORY VALUATION. Our policy is to value inventories at the lower of cost or
market on a part-by-part basis. This policy requires us to make estimates
regarding the market value of our inventories, including an assessment of excess
or obsolete inventories. We determine excess and obsolete inventories based on
an estimate of the future demand for our products within a specified time
horizon, generally 12 months. The estimates we use for demand are also used for
near-term capacity planning and inventory purchasing and are consistent with our
revenue forecasts. If our demand forecast is greater than our actual demand we
may be required to take additional excess inventory charges, which will decrease
gross margin and net operating results in the future

ALLOWANCE FOR DOUBTFUL ACCOUNTS. ACL maintains an allowance for doubtful
accounts for estimated losses resulting from the inability of ACL's customers to
make required payments. ACL's allowance for doubtful accounts is based on ACL's
assessment of the collectibility of specific customer accounts, the aging of
accounts receivable, ACL's history of bad debts, and the general condition of
the industry. If a major customer's credit worthiness deteriorates, or ACL's
customers' actual defaults exceed ACL's historical experience, ACL's estimates
could change and impact ACL's reported results.

STOCK-BASED COMPENSATION. ACL records stock-based compensation to outside
consultants at fair market value as operating cost. ACL accounted for
options/warrants to outside consultants under the fair value method on the date
of grant using the Black-Scholes pricing method. This option valuation model
requires input of highly subjective assumptions. Changes in the subjective input
assumptions can materially affect the fair value estimate. In management's
opinion, the existing model does not necessarily provide a reliable single
measure of fair value of these options/warrants granted to outside consultants.

REVENUE RECOGNITION. The Company derives revenues from resale of computer memory
products. Revenue for resale of computer memory products is recognized based on
guidance provided in Securities and Exchange Commission (SEC) Staff Accounting
Bulletin No. 101, "Revenue Recognition in Financial Statements," as amended (SAB
101). Computer memory resale revenue is recognized when products have been
shipped and collection is probable.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         We do not invest in or own any market risk sensitive instruments
entered into for trading purposes or for purposes other than trading purposes.
All loans to us have been made at fixed interest rates and; accordingly, the
market risk to us prior to maturity is minimal.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Attached hereto and filed as a part of this Annual Report on Form 10-K
are our Consolidated Financial Statements, beginning on page F-1.


                                       26
<PAGE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

         None.

ITEM 9A. CONTROLS AND PROCEDURES

         Within the 90 days prior to the date of this report, we carried out an
evaluation, under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Securities Exchange Act Rule 13a-14. Based upon that
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures are effective in timely alerting
them to material information relating to us (including our consolidated
subsidiaries) required to be included in our periodic SEC filings. There have
been no significant changes in our internal controls or in other factors that
could significantly affect internal controls subsequent to the date of their
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS AND EXECUTIVE OFFICERS

Our directors and executive officers, as of December 31, 2003, and their
biographical information are set forth below:

NAME                            AGE           POSITION

Chun-Lun Yang                   41            Chairman of the Board of Directors
                                              and Chief Executive Officer
Ben Wong                        40            Director
Kenneth Lap-Yin Chan            41            Chief Financial Officer

         CHUNG-LUN YANG, Chairman of the Board and Chief Executive Officer. Mr.
Yang became a Director on September 30, 2003. Mr. Yang is the founder of
Atlantic and has been a director of Atlantic since 1991. Mr. Yang was graduated
from The Hong Kong Polytechnic in 1982 with a degree in electronic engineering.
From October 1982 until April 1985, he was the sales engineer of Karin
Electronics Supplies Ltd. From June 1986 until September 1991, he was Director
of Sales (Samsung Components Distribution) of Evertech Holdings Limited, a Hong
Kong based company. Mr. Yang has over 15 years' extensive experience in the
electronics distribution business. Mr. Yang is also a member of The Institution
of Electrical Engineers, United Kingdom.

         BEN WONG, Director. Mr. Wong became a Director on September 30, 2003.
Since 1992, Mr. Wong has been the vice-president of Atlantic and is responsible
for the purchasing, sales and marketing of Atlantic's products. Mr. Wong was
graduated from the Chinese Culture University of Taiwan in 1986 with a
Bachelor's Degree of Science in Mechanical Engineering.

         KENNETH LAP-YIN CHAN, Chief Financial Officer. Mr. Chan was appointed
our Chief Financial Officer effective September 30, 2003. Mr. Chan has been with
Atlantic since 2001 serving as Financial Controller. From 1998 to 2001, Mr. Chan
worked for Standard Chartered Bank. Prior to September 2001, Mr. Chan worked for
a number of other banks in Hong Kong, including Dao Heng Bank and Asia


                                       27
<PAGE>

Commercial Bank. He has more than 12 years of experience in corporate and
commercial finance. Mr. Chan graduated from the University of Toronto in 1986
with a Bachelor's Degree in Commerce.

         Each director holds office (subject to our By-Laws) until the next
annual meeting of shareholders and until such director's successor has been
elected and qualified. All of our executive officers are serving until the next
annual meeting of directors and until their successors have been duly elected
and qualified. There are no family relationships between any of our directors
and executive officers.

         The board of the Company does not have a Compensation Committee, an
Audit Committee or a Nominating Committee. The board of the Company plans to
expand the number of members on the board and create an independent Compensation
Committee, Audit Committee and a Nominating Committee.

CODE OF BUSINESS CONDUCT AND ETHICS

         We have adopted a written code of business conduct and ethics, known as
our Code of Business Conduct and Ethics which applies to all of our directors,
officers, and employees, including our principal executive officer and our
principal financial and accounting officer. A copy of the Code of Business
Conduct and Ethics is attached hereto as Exhibit 14 to this Annual Report on
Form 10-K.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

         Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires our directors and executive officers and persons who own more than ten
percent of a registered class of our equity securities (collectively, "Reporting
Persons") to file with the SEC initial reports of ownership and reports of
changes in ownership of our common stock and other equity securities of ACL.
Reporting Persons are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms that they file. To our knowledge, based solely
on a review of the copies of such reports furnished to us, we believe that
during fiscal year ended December 31, 2003 all Reporting Persons complied with
all applicable filing requirements.

ITEM 11.  EXECUTIVE COMPENSATION

EXECUTIVE OFFICER COMPENSATION

The following table sets forth the annual and long-term compensation for
services in all capacities to the Company for the two years ended December 31,
2003.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION                                                       LONG TERM COMPENSATION
--------------------------------------------------------------------------------------------------------------------------------
(a)                      (b)       (c)         (d)           (e)         (f)        (g)             (h)           (i)
Name and                 Fiscal    Salary      Bonus         Other       Restrict-  Securities      LTIP          All Other
Principal Position       year                                Annual      ed Stock   Underlying      Payouts       Compensa-
                                                             Compen-     Awards     Options                       ation
--------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>       <C>          <C>           <C>         <C>         <C>            <C>           <C>
Jeffrey I. Green,        2003      $195,000     0             0           0           0              0             0
Former Director and      2002      $306,000     0             0           0           0              0             0
President(1)
--------------------------------------------------------------------------------------------------------------------------------
Phyllis Green, Former    2003      $160,367     0             0           0           0              0             0
Director and Executive   2002      $180,400     0             0           0           0              0             0
Administrator(2)
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       28
<PAGE>

<TABLE>
--------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>       <C>          <C>           <C>         <C>         <C>            <C>           <C>
Chun-Lun Yang,           2003      $23,077      $624,462      $16,539     0           0              0             0
Chief Executive          2002      N/A          N/A           N/A         N/A         N/A            N/A           N/A
Officer and Chairman
of the Board(3)
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  Mr. Green resigned effective September 9, 2003 upon the closing of the
     reorganization. Compensation includes amount up to September 30, 2003.
(2)  Ms. Green resigned effective September 9, 2003 upon the closing of the
     reorganization. Compensation includes amount up to September 30, 2003.
(3)  Mr. Yang was elected to be the Chief Executive Office of ACL upon the
     resignation of Mr. Jeffrey I. Green after the reverse-acquisition of
     Atlantic Components Ltd. Compensation information indicated above covers
     the salaries of $23,077 to Mr. Yang for the period from October 1 to
     December 31, 2003. Salaries for the full year totaled $92,308 for the year
     ended December 31, 2003. The Company accrued bonus of $624,462 and payable
     to Mr. Yang on September 30, 2003, effective date of the
     reverse-acquisition. Other annual compensation of $16,539 includes rent of
     $13,462 for Mr. Yang's personal residency and housing allowance of $3,077
     for the period from October 1 to December 31, 2003.

OPTION GRANTS TO EXECUTIVE OFFICERS IN LAST FISCAL YEAR

         No options were granted to executive officers of the Company during the
fiscal year ended December 31, 2003. The Company does not have any stock option,
retirement, pension or profit-sharing plans for the benefit of the directors,
officers or other employees of the Company, but our board of directors may
recommend the adoption of one or more such plans in the future.

<TABLE>
<CAPTION>
                                       NUMBER OF SHARES
              SHARES        VALUE      UNDERLYING UNEXERCISED    VALUE OF UNEXERCISED IN-THE-MONEY
NAME          EXERCISED     REALIZED   OPTIONS AT YEAR-END       OPTIONS AT YEAR-END(1)
----          ---------     --------   ----------------------    ---------------------------------
<S>            <C>          <C>        <C>            <C>        <C>                       <C>
N/A            N/A          N/A        N/A            N/A        N/A                       N/A
</TABLE>

COMPENSATION OF DIRECTORS

         None of the current or former directors who served during the years
ended December 31, 2003, 2002, and 2001 received compensation for serving as
such, other than reimbursement for out of pocket expenses incurred in attending
director meetings.

OPTIONS TO DIRECTORS

         No options were granted to directors during the fiscal year ended
December 31, 2003. The Company does not have any stock option, retirement,
pension or profit-sharing plans for the benefit of the directors, officers or
other employees of the Company, but our board of directors may recommend the
adoption of one or more such plans in the future.


                                       29
<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

The following table sets forth certain information regarding beneficial
ownership of our common stock as of December 31, 2003 (i) each person known by
us to own beneficially more than 5% of the outstanding shares of our common
stock (ii) each director, named executive officer and (iii) all executive
officers and directors as a group. On such date, we had 27,829,936 shares of
common stock outstanding. Shares not outstanding but deemed beneficially owned
by virtue of the right of any individual to acquire shares within 60 days are
treated as outstanding only when determining the amount and percentage of common
stock owned by such individual. Each person has sole voting and investment power
with respect to the shares shown, except as noted.

<TABLE>
<CAPTION>
NAME AND  ADDRESS OF                      SHARES OF COMMON STOCK     PERCENTAGE  OF CLASS
BENEFICIAL OWNER                            BENEFICIALLY OWNED       BENEFICIALLY OWNED(1)
--------------------                      ----------------------     ---------------------
<S>                                              <C>                          <C>
Chung-Lun Yang                                   22,380,000                   80.4%
No. 78, 5th Street, Hong Lok Yuen,
Tai Po,  New Territories, Hong Kong

Ben Wong                                         0                             0.0%
19B, Tower 8, Bellagio,
33 Castle Peak Road, Sham Tseng,
New Territories, Hong Kong

Kenneth Lap-Yin Chan                             0                             0.0%
Flat B, 8/F., Block 19,
South Horizons,
Aplei Chau, Hong Kong

All Directors and Officers                       22,380,000                   80.4%
as a Group
</TABLE>

-----------------------
(1)  Calculated based upon 27,829,936 shares of common stock outstanding as of
     April 13, 2004.

         Except as otherwise set forth, information on the stock ownership of
these persons was provided to the Company by the persons.

         The Company does not have any compensation plans or arrangements
benefiting employees or non-employees under which equity securities of the
Company are authorized for issuance in exchange for consideration in the form of
good services.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         All current transactions between the Company, and its officers,
directors and principal stockholders or any affiliates thereof are, and in the
future such transactions will be, on terms no less favorable to the Company than
could be obtained from unaffiliated third parties.

         As of December 31, 2003 and 2002, the Company had an outstanding
receivable from Mr. Yang, the President and Chairman of the Board of Directors
of the Company, totaling $102,936, and $624,351, respectively. These advances
bear no interest and are payable on demand.


                                       30
<PAGE>

         For the years ended December 31, 2003, 2002, and 2001, the Company
recorded compensation to Mr. Yang of $716,770, $732,280, and $298,630,
respectively, and paid $92,308, $92,308, and $92,308, respectively, to Mr. Yang
as compensation to him. The respective unpaid amounts offset the amount due
(from) to stockholder/director as of December 31, 2002 and 2001.

         During each of the years ended December 31, 2003, 2002, and 2001, the
Company paid rent of $53,846, $53,846, and $94,231 for Mr. Yang's personal
residency as fringe benefits to him, and recorded such payments as compensation
expense, and paid housing allowance to him in the amount of $12,308, $2,052, and
$0, respectively.

ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES

         The following table presents fees, including reimbursements for
expenses, for professional audit services rendered by Stonefield Josephson, Inc.
for the audit of the Company's annual financial statements for the years ended
December 31, 2003 and December 31, 2002 and fees billed for other services
rendered by Stonefield Josephson, Inc. during those periods.


                                                   FISCAL 2003      FISCAL 2002

Audit Fees (1)                                       $71,050           $   --

Audit Related Fees (2)                               $    --           $   --

Tax Fees (3)                                         $    --           $   --

All Other Fees (4)                                   $    --           $   --

Total                                                $    --           $   --

---------------
         (1)  Audit Fees consist of fees billed for professional services
              rendered for the audit of the Company's consolidated annual
              financial statements and review of the interim consolidated
              financial statements included in quarterly reports and services
              that are normally provided by Stonefield Josephson, Inc. in
              connection with statutory and regulatory filings or engagements.

         (2)  Audit-Related Fees consist of fees billed for assurance and
              related services that are reasonably related to the performance of
              the audit or review of the Company's consolidated financial
              statements and are not reported under "Audit Fees." There were no
              such fees in fiscal 2002 or 2003.

         (3)  Tax Fees consist of fees billed for professional services rendered
              for tax compliance, tax advice and tax planning. There were no
              such fees in fiscal 2002 or 2003.

         (4)  All Other Fees consist of fees for products and services other
              than the services reported above. There were no such fees in
              fiscal 2002 or 2003.


                                       31
<PAGE>

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) Documents filed as part of this Report

          (1) The financial statements listed in the Index to Consolidated
Financial Statements are filed as part of this report

          (2) Schedule II - Valuation and Qualifying Accounts and Reserves

              The Schedule on page S-1 is filed as part of this report.

          (3)  List of Exhibits

          See Index to Exhibits in paragraph (c) below.

          The Exhibits are filed with or incorporated by reference in this
report.

(b) REPORTS ON FORM 8-K. We filed the following current reports on Form 8-K
during the last quarter of our fiscal year ended December 31, 2003 and the first
quarter of our fiscal year ended March 31, 2004:

1. Form 8-K filed October 16, 2003 relating to items 1,2,5 and 7.
2. Form 8-K filed November 7, 2003 relating to items 4 and 7.
3. Form 8-K filed December 19, 2003 relating to items 5 and 7.
4. Form 8-K/A filed February 9, 2004 to the Form 8-K filed October 16, 2003
   relating to item 7.
5. Form 8-K filed March 5, 2004 relating to item 12.
6. Form 8-K filed March 24, 2004 relating to items 5 and 7.
7. Form 8-K filed March 25, 2004 relating to items 5 and 7.
8. Form 8-K/A filed April 13, 2004 to the Form 8-K filed March 24, 2004
   relating to items 7.

(c) EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K. We will furnish to our
stockholders a copy of any of the exhibits listed below upon payment of $.25 per
page to cover the costs of the Company of furnishing the exhibits.

EXHIBIT NO.   DESCRIPTION

3.1           Certificate of incorporation of the Company, together with all
              amendments thereto, as filed with the Secretary of State of the
              State of Delaware, incorporated by reference to Exhibit 3.1 to the
              Form 8-K filed with the Securities and Exchange Commission on
              December 19, 2003.

3.2           By-Laws of the Company, as amended, incorporated by reference to
              Exhibit 3.2 to the Company's Registration Statement.

4.1(a)        Form of specimen certificate for common stock of the Company.*

10.1          Share Exchange and Reorganization Agreement, dated as of September
              8, 2003, among Print Data Corp., Atlantic Components Limited and
              Mr. Chung-Lun Yang, incorporated by reference to Exhibit 10.1 to
              the Form 8-K filed with the Securities and Exchange Commission on
              October 16, 2003.


                                       32
<PAGE>

10.2          Conveyance Agreement, dated as of September 30, 2003, between
              Print Data Corp. and New Print Data Corp., incorporated by
              reference to Exhibit 10.2 to the Form 8-K filed with the
              Securities and Exchange Commission on October 16, 2003.

10.3          Securities Purchase Agreement dated October 1, 2003 among Print
              Data Corp, Jeffery Green, Phyllis Green and Joel Green,
              incorporated by reference to Exhibit 10.3 to the Form 8-K filed
              with the Securities and Exchange Commission on October 16, 2003.

10.4          Sales Restriction Agreement dated September 30, 2003 between Print
              Data Corp. and Phyllis Green, incorporated by reference to Exhibit
              10.4 to the Form 8-K filed with the Securities and Exchange
              Commission on October 16, 2003.

10.5          Sales Restriction Agreement dated September 30, 2003 between Print
              Data Corp. and Jeffery Green, incorporated by reference to Exhibit
              10.5 to the Form 8-K filed with the Securities and Exchange
              Commission on October 16, 2003.

10.6          Distribution Agreement dated May 1, 1993 by and between Samsung
              Electronics Co., Ltd. and Atlantic Components Limited,
              incorporated by reference to Exhibit 10.6 to the Form 8-K filed
              with the Securities and Exchange Commission on October 16, 2003.

10.7          Renewal of Distributorship Agreement dated March 1, 2002 by and
              between Samsung Electronics Co., Ltd. and Atlantic Components
              Limited, incorporated by reference to Exhibit 10.7 to the Form 8-K
              filed with the Securities and Exchange Commission on October 16,
              2003.

10.8          Form of Note Subscription dated as of December 31, 2003 by and
              between the Company and Professional Traders Fund LLC, a New York
              limited liability company ("PTF"), incorporated by reference to
              Exhibit 10.1 to the Form 8-K filed with the Securities and
              Exchange Commission on March 24, 2004.

10.9          Form of 12% Senior Subordinated Convertible Note due December 31,
              2004 in the aggregate principal amount of $250,000 issued by the
              Company to PTF, incorporated by reference to Exhibit 10.2 to the
              Form 8-K filed with the Securities and Exchange Commission on
              March 24, 2004.

10.10         Form of Limited Guaranty and Security Agreement, dated as of
              December 31, 2003 by and among, the Company, PTF, Orient Financial
              Services Limited, Mr. Li Wing-Kei and Emerging Growth Partners,
              Inc., incorporated by reference to Exhibit 10.3 to the Form 8-K
              filed with the Securities and Exchange Commission on March 24,
              2004.

10.11         Form of Stock Purchase and Escrow Agreement dated as of December
              31, 2003, by and among, PTF, Orient Financial Services Limited,
              Mr. Li Wing-Kei and Emerging Growth Partners, Inc., and the law
              firm of Sullivan & Worcester LLP, as escrow agent, incorporated by
              reference to Exhibit 10.4 to the Form 8-K filed with the
              Securities and Exchange Commission on March 24, 2004.

10.12         Form of Letter Agreement dated as of December 31, 2003 by and
              between the Registrant and PTF, incorporated by reference to
              Exhibit 10.5 to the Form 8-K filed with the Securities and
              Exchange Commission on March 24, 2004.


                                       33
<PAGE>

10.13         Letter of Intent, dated December 29, 2003, between the Company and
              Classic Electronics, Ltd., incorporated by reference to Exhibit
              10.1 to the Form 8-K filed with the Securities and Exchange
              Commission on March 25, 2004.

10.14         Note Subscription dated as of December 31, 2003 by and between the
              Company and Professional Traders Fund LLC, a New York limited
              liability company ("PTF"), incorporated by reference to Exhibit
              10.6 to the Form 8-K/A filed with the Securities and Exchange
              Commission on April 13, 2004.

10.15         12% Senior Subordinated Convertible Note due December 31, 2004 in
              the aggregate principal amount of $250,000 issued by the Company
              to PTF, incorporated by reference to Exhibit 10.7 to the Form
              8-K/A filed with the Securities and Exchange Commission on April
              13, 2004.

10.16         Limited Guaranty and Security Agreement, dated as of December 31,
              2003 by and among, the Company, PTF, Orient Financial Services
              Limited, Mr. Li Wing-Kei and Emerging Growth Partners, Inc.,
              incorporated by reference to Exhibit 10.8 to the Form 8-K/A filed
              with the Securities and Exchange Commission on April 13, 2004.

10.17         Stock Purchase and Escrow Agreement dated as of December 31, 2003,
              by and among, PTF, Orient Financial Services Limited, Mr. Li
              Wing-Kei and Emerging Growth Partners, Inc., and the law firm of
              Sullivan & Worcester LLP, as escrow agent, incorporated by
              reference to Exhibit 10.9 to the Form 8-K/A filed with the
              Securities and Exchange Commission on April 13, 2004.

10.18         Letter Agreement dated as of December 31, 2003 by and between the
              Registrant and PTF, incorporated by reference to Exhibit 10.10 to
              the Form 8-K/A filed with the Securities and Exchange Commission
              on April 13, 2004.

14            Code of Business Conduct and Ethics of the Company*

21            Subsidiaries of the Company Atlantic Components Limited, a Hong
              Kong corporation Alpha Perform Technologies Limited, a British
              Virgin Islands corporation

31.1          Certification of Principal Executive Officer required by Rule
              13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of
              1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
              of 2002.*

31.2          Certification of Principal Financial Officer required by Rule
              13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of
              1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
              of 2002.*

32.1          Certification of Chief Executive Officer pursuant to 18 U.S.C.
              Section 1350, as adopted pursuant to Section 906 of the
              Sarbanes-Oxley Act of 2002.*


                                       34
<PAGE>

32.2          Certification of Chief Financial Officer pursuant to 18 U.S.C.
              Section 1350, as adopted pursuant to Section 906 of the
              Sarbanes-Oxley Act of 2002.*

----------------------
* Filed herewith


                                       35
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                         ACL SEMICONDUCTORS INC.

                         By: /s/ Chung-Lun Yang
                             -------------------------------
                             Chung-Lun Yang
                             Chief Executive Officer

                             Dated: April 14, 2004

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

<TABLE>
<CAPTION>
Signature                                   Title                                       Date
---------                                   -----                                       -----
<S>                                         <C>                                         <C>
/s/ Chung-Lun Yang                          Chief Executive                             April 14, 2004
----------------------------                Officer and Chairman of the
Chung-Lun  Yang                             Board of Directors
                                            (Principal Executive
                                            Officer)

/s/ Kenneth Lap-Yin Chan                    Chief Financial Officer,                    April 14, 2004
----------------------------                (Principal Financial and Accounting
Kenneth Lap-Yin Chan                         Officer)

/s/ Ben Wong                                Director                                    April 14, 2004
----------------------------
Ben Wong
</TABLE>


                                       36
<PAGE>

                                   SCHEDULE II

                    ACL SEMICONDUCTORS INC. AND SUBSIDIARIES
                           (FORMERLY PRINT DATA CORP.)
                 Valuation and Qualifying Accounts and Reserves
                  Years Ended December 31, 2003, 2002 and 2001

<TABLE>
<CAPTION>
                                                                   Balance           Charged                             Balance
                                                               at the Beginning     to Costs                            at the End
                                                                 of the Year      and Expenses        Deductions        of the Year
                                                               ---------------------------------------------------------------------

<S>                                                                <C>                <C>               <C>                  <C>
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
Year ended December 31, 2001                                            --            205,166                 --             205,166
Year ended December 31, 2002                                       205,166                 --           (205,166)                 --
Year ended December 31, 2003                                            --            128,598           (128,598)                 --

INVENTORY OBSOLESCENCE RESERVE:
Year ended December 31, 2001                                            --            512,821                 --             512,821
Year ended December 31, 2002                                       512,821                 --           (412,821)            100,000
Year ended December 31, 2003                                       100,000             50,590                 --             150,590
</TABLE>


                                       S-1
<PAGE>

ACL SEMICONDUCTORS INC. AND SUBSIDIARIES
(FORMERLY PRINT DATA CORP.)

CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2003 AND DECEMBER 31, 2002 AND

THE THREE-YEAR PERIOD ENDED DECEMBER 31, 2003

WITH INDEPENDENT AUDITORS' REPORT
<PAGE>

                    ACL SEMICONDUCTORS INC. AND SUBSIDIARIES
                       CONSOLIDATED FINANCIAL STATEMENTS
                 AS OF DECEMBER 31, 2003 AND DECEMBER 31, 2002
               AND THE THREE YEAR RECORD ENDED DECEMBER 31, 2002
                       WITH INDEPENDENT AUDITORS' REPORT

Index                                                                       Page
-----                                                                       ----
INDEPENDENT AUDITORS' REPORT                                                F-1

FINANCIAL STATEMENTS:
  Consolidated Balance Sheets                                               F-2
  Consolidated Statements of Operations                                     F-3
  Consolidated Statements of Stockholders' Equity (Deficit)                 F-4
  Consolidated Statements of Cash Flows                                F-5 - F-6
  Notes to Consolidated Financial Statements                          F-7 - F-25
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

Board of Directors
ACL Semiconductors Inc.
Kowloon, Hong Kong

We  have  audited  the   accompanying   consolidated   balance   sheets  of  ACL
Semiconductors Inc. and Subsidiaries  (formerly Print Data Corp.) as of December
31,  2003 and 2002,  and the  related  consolidated  statements  of  operations,
stockholders'  equity  (deficit),  and cash  flows  for each of the years in the
three-year  period  ended  December  31,  2003.  Our audits  also  included  the
financial  statement  schedule  listed  in the  Index  at  Item  15  (a).  These
consolidated  financial  statements  and  financial  statement  schedule are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these  consolidated  financial  statements  and  financial  statement
schedule 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  consolidated  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 ACL
Semiconductors Inc. and Subsidiaries  (formerly Print Data Corp.) as of December
31, 2003 and 2002, and the  consolidated  results of its operations and its cash
flows for each of the years in the three-year period ended December 31, 2003, in
conformity with accounting principles generally accepted in the United States of
America.  Also, in our opinion,  the related financial statement schedule,  when
considered in relation to the basic consolidated financial statements taken as a
whole,  presents  fairly,  in all material  respects,  the information set forth
therein.

/s/ STONEFIELD JOSEPHSON, INC.

CERTIFIED PUBLIC ACCOUNTANTS

Irvine, California
April 2, 2004

                                      F-1
<PAGE>

                    ACL SEMICONDUCTORS INC. AND SUBSIDIARIES
                           (FORMERLY PRINT DATA CORP.)

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                         ASSETS

                                                                                                     December 31,
                                                                                             2003                  2002
                                                                                         -----------           -----------
<S>                                                                                        <C>                   <C>
CURRENT ASSETS:
     Cash and cash equivalents                                                             $ 467,074             $ 178,937
     Accounts receivable, net of allowance
       for doubtful accounts of $0 for 2003 and 2002                                         880,361             1,084,116
     Accounts receivable, related parties                                                  5,481,192             5,243,626
     Inventories, net                                                                      1,327,120               302,089
     Other current assets                                                                     10,679                11,100
                                                                                         -----------           -----------
           Total current assets                                                            8,166,426             6,819,868

PROPERTY, EQUIPMENT AND IMPROVEMENTS, net of
  accumulated depreciation and amortization                                                   54,382                45,301

ACQUISITION DEPOSITS                                                                       1,000,000                     -
OTHER DEPOSITS                                                                               350,000               350,000
                                                                                         -----------           -----------
                                                                                         $ 9,570,808           $ 7,215,169
                                                                                         ===========           ===========
         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
     Accounts payable                                                                    $ 5,037,304           $ 3,815,645
     Accrued expenses                                                                        140,369               159,149
     Lines of credit and loan facilities                                                   2,158,984             1,992,574
     Current portion of long-term debt                                                       884,131               710,094
     Convertible note payable, net of unamortized discount of
       $250,000 as of December 31, 2003                                                           --                    --
     Income tax payable                                                                      177,645                58,938
     Other current liabilities                                                                22,555                26,693
                                                                                         -----------           -----------
           Total current liabilities                                                       8,420,988             6,763,093

Long-term debt, less current portion                                                         194,703             1,071,503
                                                                                         -----------           -----------
           Total liabilities                                                               8,615,691             7,834,596
                                                                                         -----------           -----------
COMMITMENTS AND CONTINGENCIES                                                                     --                    --

STOCKHOLDERS' EQUITY (DEFICIT):
     Common stock - $0.001 par value, 50,000,000 shares
       authorized, 27,829,936 in 2003 and 22,380,000 in 2002 issued                           27,830                22,380
       and outstanding
     Additional paid-in capital                                                            3,360,405               362,235
     Amount due from stockholder/director                                                   (102,936)             (624,351)
     Accumulated deficit                                                                  (2,330,182)             (379,691)
                                                                                         -----------           -----------
           Total stockholders' equity (deficit)                                              955,117              (619,427)
                                                                                         -----------           -----------
                                                                                         $ 9,570,808           $ 7,215,169
                                                                                         ===========           ===========
</TABLE>

                The accompanying notes form an integral part of
                     these consolidated financial statements

                                       F-2
<PAGE>

                    ACL SEMICONDUCTORS INC. AND SUBSIDIARIES
                           (FORMERLY PRINT DATA CORP.)

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                2003                  2002                  2001
                                                                           ------------          ------------          ------------
<S>                                                                         <C>                   <C>                    <C>
NET SALES:
     Related parties                                                       $ 16,126,175          $ 10,644,308          $  7,959,851
     Other                                                                   56,698,071            74,930,372            54,267,148
     Less discounts to customers                                               (151,449)             (231,431)             (563,790)
                                                                           ------------          ------------          ------------

                                                                             72,672,797            85,343,249            61,663,209

COST OF SALES                                                                68,214,587            81,591,046            58,513,506
                                                                           ------------          ------------          ------------

GROSS PROFIT                                                                  4,458,210             3,752,203             3,149,703

OPERATING EXPENSES:
     Selling                                                                    149,364               204,837               261,757
     General and administrative                                               2,571,147             2,225,205             2,289,165
     Merger cost                                                              2,753,620                    --                    --
                                                                           ------------          ------------          ------------

INCOME (LOSS) FROM OPERATIONS                                                (1,015,921)            1,322,161               598,781

OTHER INCOME (EXPENSES):
     Interest expense                                                          (166,509)             (213,589)             (355,054)
     Gain on disposal of property and equipment                                   7,228                    --                    --
     Miscellaneous                                                                3,398               (10,640)               (5,435)
                                                                           ------------          ------------          ------------

INCOME (LOSS) BEFORE INCOME TAXES                                            (1,171,804)            1,097,932               238,292

INCOME TAXES                                                                    265,866               111,056                    --
                                                                           ------------          ------------          ------------

NET INCOME (LOSS)                                                          $ (1,437,670)         $    986,876          $    238,292
                                                                           ============          ============          ============

EARNINGS (LOSS) PER SHARE - BASIC AND DILUTED                              $      (0.06)         $       0.04          $       0.01
                                                                           ============          ============          ============

WEIGHTED AVERAGE NUMBER OF SHARES -
   BASIC AND DILUTED                                                         23,753,682            22,380,000            22,380,000
                                                                           ============          ============          ============
</TABLE>

                The accompanying notes form an integral part of
                     these consolidated financial statements

                                       F-3
<PAGE>

                    ACL SEMICONDUCTORS INC. AND SUBSIDIARIES
                           (FORMERLY PRINT DATA CORP.)

            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

              FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
<TABLE>
<CAPTION>

0                                                    Common stock            Additional     Due from                       Total
                                             ------------------------       paid-in      stockholder/  Accumulated   stockholders'
                                              Shares          Amount        capital       director       deficit    equity (deficit)
                                             ----------       -------      -----------   ------------  -----------  ----------------
<S>                                          <C>              <C>          <C>           <C>          <C>            <C>
Balance at December 31, 2000                 22,380,000   $    22,380   $   362,235    $  (741,396)   $(1,604,859)   $(1,961,640)


Net decrease in due from stockholder/
  director                                           --            --            --         61,911             --         61,911


Net income                                                                                                238,292        238,292
                                            -----------   -----------   -----------    -----------    -----------    -----------
Balance at December 31, 2001                 22,380,000   $    22,380   $   362,235    $  (679,485)   $(1,366,567)   $(1,661,437)

Net decrease in due from stockholder
  director                                           --            --            --         55,134             --         55,134

Net income                                           --            --            --             --        986,876        986,876
                                            -----------   -----------   -----------    -----------    -----------    -----------

Balance at December 31, 2002                 22,380,000   $    22,380   $   362,235    $  (624,351)   $  (379,691)   $  (619,427)

Reverse acquisition between
  ACL Semiconductors Inc.
  (formerly Print Data Corp.) and
  Atlantic Components Ltd.                    2,829,936         2,830        (2,830)            --             --             --

Issuance of common stock to consultants
  related to reverse-acquisition              2,620,000         2,620     2,751,000             --             --      2,753,620


Dividend declared                                    --            --            --             --       (512,821)      (512,821)

Intrinsic value for beneficial conversion
  feature on convertible note payable                --            --       250,000             --             --        250,000

Net decrease in due from stockholder
  director                                           --            --            --        521,415             --        521,415

Net loss                                             --            --            --             --     (1,437,670)    (1,437,670)
                                            -----------   -----------   -----------    -----------    -----------    -----------

Balance at December 31, 2003                 27,829,936   $    27,830   $ 3,360,405    $  (102,936)   $(2,330,182)   $   955,117
                                            ===========   ===========   ===========    ===========    ===========    ===========
</TABLE>

The accompanying notes form an integral part of these consolidated financial
statements

                                       F-4
<PAGE>

                                 ACL SEMICONDUCTORS INC. AND SUBSIDIARIES
                                       (FORMERLY PRINT DATA CORP.)

                                  CONSOLIDATED STATEMENTS OF CASH FLOWS

                             INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

<TABLE>
<CAPTION>
                                                                                                Years ended December 31,
                                                                                ----------------------------------------------------
                                                                                     2003                 2002                2001
                                                                                -----------            --------            --------
<S>                                                                             <C>                    <C>                 <C>
CASH FLOWS PROVIDED BY (USED FOR) OPERATING ACTIVITIES:
     Net income (loss)                                                          $(1,437,670)         $  986,876          $  238,292
                                                                                -----------          ----------          ----------
     ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO NET
       CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES:
           Depreciation and amortization                                             15,230              23,571              19,345
           Bad debt                                                                 128,598                  --             205,166
           Change in inventory reserve                                               50,590            (412,821)            512,821
           Gain on disposal of property and equipment                                (7,228)                 --                  --
           Merger cost                                                            2,753,620                  --                  --
           Reduction of receivable due from stockholder/
             director as additional compensation                                    624,462             639,972             206,322

     CHANGES IN ASSETS AND LIABILITIES:
        (INCREASE) DECREASE IN ASSETS
           Accounts receivable - other                                               75,157             320,412               4,012
           Accounts receivable - related parties                                 (2,661,158)           (177,044)         (2,626,545)
           Inventories                                                           (1,075,621)            663,905             (96,352)
           Recoverable income taxes                                                      --             280,903            (280,903)
           Other current assets                                                         421                 700             302,525
           Deposits                                                                      --            (350,000)                 --

        INCREASE (DECREASE) IN LIABILITIES
           Accounts payable                                                       1,221,659            (452,519)          1,926,270
           Accrued expenses                                                         (18,780)             46,820             (12,886)
           Income tax payable                                                       118,707              58,938                  --
           Other current liabilities                                                 (4,138)               (419)           (264,097)
                                                                                -----------          ----------          ----------
              Total adjustments                                                   1,221,519             642,418            (104,322)
                                                                                -----------          ----------          ----------
              Net cash provided by (used for)
                operating activities                                               (216,151)          1,629,294             133,970
                                                                                -----------          ----------          ----------
CASH FLOWS USED FOR INVESTING ACTIVITIES:
     (Loans) to/repayments from stockholders                                        807,724            (584,838)           (144,411)
     Proceeds received from sale of automobile                                       25,641                  --                  --
     Purchases of property, equipment and improvements                              (42,724)            (11,007)            (22,551)
                                                                                -----------          ----------          ----------
              Net cash provided by (used for)
                investing activities                                                790,641            (595,845)           (166,962)
                                                                                -----------          ----------          ----------
</TABLE>

The accompanying notes form an integral part of these consolidated financial
statements

                                       F-5
<PAGE>

                    ACL SEMICONDUCTORS INC. AND SUBSIDIARIES
                           (FORMERLY PRINT DATA CORP.)

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

<TABLE>
<CAPTION>
                                                                                                Years ended December 31,
                                                                                  --------------------------------------------------
                                                                                      2003                2002               2001
                                                                                  -----------        -----------        -----------
<S>                                                                                   <C>               <C>                 <C>
CASH FLOWS PROVIDED BY (USED FOR) FINANCING ACTIVITIES:
     Proceeds (repayments) on lines of credit and
       notes payable                                                                  166,410           (269,317)           210,651
     Cash proceeds from issuance of convertible note payable                          250,000                 --                 --
     Principal payments on long-term debt                                            (702,763)          (639,732)          (459,549)
                                                                                  -----------        -----------        -----------
            Net cash used for financing activities                                   (286,353)          (909,049)          (248,898)
                                                                                  -----------        -----------        -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                  288,137            124,400           (281,890)

CASH AND CASH EQUIVALENTS, beginning of year                                          178,937             54,537            336,427

CASH AND CASH EQUIVALENTS, end of year                                            $   467,074        $   178,937        $    54,537
                                                                                  ===========        ===========        ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Interest paid                                                                $   166,509        $   213,589        $   355,054
                                                                                  ===========        ===========        ===========
     Income tax paid                                                              $   147,159        $    67,418        $   280,903
                                                                                  ===========        ===========        ===========
NON-CASH ACTIVITIES:
     Reduction of accounts receivable from related party as
       acquisition deposit                                                        $ 1,000,000        $        --        $        --
                                                                                  ===========        ===========        ===========
     Reduction of accounts receivable from related parties
       for assumed liability due stockholder/director                             $ 1,423,592        $        --        $        --
                                                                                  ===========        ===========        ===========
     Dividend to stockholder of Atlantic Components Ltd.
       prior to reverse-acquisition to increase payable to
       stockholder/director                                                       $   512,821        $        --        $        --
                                                                                  ===========        ===========        ===========
</TABLE>

The accompanying notes form an integral part of these consolidated financial
statements

                                       F-6
<PAGE>

                    ACL SEMICONDUCTORS INC. AND SUBSIDIARIES
                          (FORMERLY PRINT DATA CORP.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                AS OF DECEMBER 31, 2003 AND DECEMBER 31, 2002 AND
                  THE THREE-YEAR PERIOD ENDED DECEMBER 31, 2003

(1)      ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

         ORGANIZATION AND BASIS OF PRESENTATION:

                  On September 8, 2003, ACL Semiconductors  Inc. (formerly Print
                  Data  Corp.)  ("ACL")   entered  into  a  Share  Exchange  and
                  Reorganization   Agreement  with  Atlantic   Components   Ltd.
                  ("Atlantic"),  a Hong Kong based  company,  and Mr.  Chung-Lun
                  Yang ("Mr.  Yang"),  the then sole  beneficial  stockholder of
                  Atlantic.  Under  the  terms  of  the  agreement,  ACL  issued
                  22,380,000 of its shares to Mr.  Chung-Lun  Yang and 2,620,000
                  of its shares to certain  financial  advisors in exchange  for
                  100%  of the  issued  and  outstanding  shares  of  Atlantic's
                  capital stock.  The Company  recorded an expense of $2,753,620
                  related  to the  issuance  of  2,620,000  shares of its common
                  stock to  these  advisors,  which  was  computed  based on the
                  quoted  market  price of  $1.05 on  September  30,  2003,  the
                  effective date of the merger and was classified as merger cost
                  in the accompanying  consolidated statements of operations for
                  the year ended December 31, 2003.

                  The share exchange  agreement  closed and became  effective on
                  September 30, 2003.  Upon the completion of this  transaction,
                  Atlantic  became the wholly owned  subsidiary  of ACL, and Mr.
                  Yang became the owner of approximately 80% of ACL's issued and
                  outstanding  shares  of  common  stock.  In  addition,   ACL's
                  directors and officers resigned and were replaced by directors
                  and  officers  of  Atlantic.   For  accounting  purposes,  the
                  acquisition  was  accounted  for  as  a   reverse-acquisition,
                  whereby  Atlantic was deemed to have acquired ACL. Because the
                  acquisition  was  accounted  for as a  purchase  of  ACL,  the
                  historical   financial   statements  of  Atlantic  became  the
                  historical financial statements of ACL after this transaction.
                  The accompanying consolidated statements of operations for the
                  year ended December 31, 2003 include the operating  results of
                  Atlantic up to  September  30,  2003,  the closing date of the
                  acquisition,  and the operating results of ACL from October 1,
                  2003 to December 31, 2003. In accounting for this transaction:

                  o   Atlantic  is  deemed  to be the  purchaser  and  surviving
                      company for accounting purposes.  Accordingly,  due to the
                      acquisition,  its net  assets  have been  included  in the
                      consolidated  balance  sheets  at  their  historical  book
                      values and the results of operations of Atlantic have been
                      presented for the  comparative  prior years ended December
                      31, 2002 and 2001.

                  o   Control  of the  net  assets  and  operations  of ACL  was
                      acquired   effective   September  30,  2003.  The  Company
                      accounted for this transaction as a purchase of the assets
                      and  liabilities  of ACL. The  historical  cost of the net
                      assets assumed was $0.


                                       F-7
<PAGE>

                    ACL SEMICONDUCTORS INC. AND SUBSIDIARIES
                           (FORMERLY PRINT DATA CORP.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                AS OF DECEMBER 31, 2003 AND DECEMBER 31, 2002 AND
                  THE THREE-YEAR PERIOD ENDED DECEMBER 31, 2003

(1)      ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

         ORGANIZATION AND BASIS OF PRESENTATION, CONTINUED:

                  In  connection  with  this  transaction,  ACL  entered  into a
                  Conveyance Agreement on September 30, 2003 with New Print Data
                  Corp. ("NewCo"). Under the terms of this agreement,  effective
                  September  30, 2003,  ACL conveyed its historic  operations of
                  providing supplies used in a computer or office environment to
                  NewCo, by assigning all of the assets and liabilities  related
                  to such  operations to NewCo which accepted the assignment and
                  assumed all such  liabilities in exchange for 1,000,000 shares
                  of common stock of NewCo.

                  On October 1, 2003, Print Data Corp. entered into a Securities
                  Purchase  Agreement  with the  holders of Print  Data  Corp.'s
                  Series A Preferred  Stock.  Under the terms of this agreement,
                  Print Data Corp.  sold its  1,000,000  shares of NewCo  common
                  stock in  exchange  for the  cancellation  of the  issued  and
                  outstanding  500,400 shares of ACL's Series A Preferred  Stock
                  (representing   100%  of  Print   Data   Corp.'s   issued  and
                  outstanding preferred stock previously held by three preferred
                  stockholders).   This   transaction   was   reflected  in  the
                  accompanying  consolidated balance sheet as if the transaction
                  took place on September 30, 2003.

                  On December 16, 2003,  Print Data Corp. filed a Certificate of
                  Amendment with the Secretary of State of the State of Delaware
                  changing its name from Print Data Corp. to ACL  Semiconductors
                  Inc.

         BUSINESS ACTIVITY:

                  ACL Semiconductors Inc. (formerly Print Data Corp.) ("Company"
                  or "ACL")  was  incorporated  under the State of  Delaware  on
                  September 17, 2002. Through a reverse-acquisition  of Atlantic
                  Components   Ltd.,  a  Hong  Kong  based  company,   effective
                  September 30, 2003,  the Company's  principal  activities  are
                  distribution  of  electronic  components  under the  "Samsung"
                  brandname which comprise DRAM and graphic RAM, FLASH, SRAM and
                  MASK  ROM  for the  Hong  Kong  and  Southern  China  markets.
                  Atlantic  Components  Ltd., its wholly owned  subsidiary,  was
                  incorporated  in  Hong  Kong  on May  30,  1991  with  limited
                  liability.   On  October  2,  2003,   the  Company  set  up  a
                  wholly-owned  subsidiary,  Alpha Perform Technology Limited, a
                  British Virgin Islands company,  to provide services on behalf
                  of the Company in jurisdictions outside of Hong Kong.


                                       F-8
<PAGE>

                    ACL SEMICONDUCTORS INC. AND SUBSIDIARIES
                           (FORMERLY PRINT DATA CORP.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                AS OF DECEMBER 31, 2003 AND DECEMBER 31, 2002 AND
                  THE THREE-YEAR PERIOD ENDED DECEMBER 31, 2003

(1)      ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

         CURRENCY REPORTING:

                  Amounts  reported in the accompanying  consolidated  financial
                  statements and disclosures are stated in U.S. Dollars,  unless
                  stated  otherwise.  The  functional  currency of the  Company,
                  which  accounted  for  most of the  Company's  operations,  is
                  reported  in  Hong  Kong  dollars  ("HKD").  Foreign  currency
                  transactions  (outside  Hong  Kong)  during  the  years  ended
                  December  31, 2003,  2002,  and 2001 are  translated  into HKD
                  according to the prevailing  exchange rate at the  transaction
                  dates.   Assets  and   liabilities   denominated   in  foreign
                  currencies at the balance sheet dates are translated  into HKD
                  at period-end exchange rates.

                  For the  purpose of  preparing  these  consolidated  financial
                  statements,  the financial  statements of Atlantic reported in
                  HKD  have  been  translated  into  United  States  Dollars  at
                  US$1.00=HKD7.8,  a fixed exchange rate maintained  between the
                  two countries.

         CONSOLIDATION POLICY:

                  The consolidated  financial  statements  include the financial
                  statements  of ACL  Semiconductors  Inc.  and its wholly owned
                  subsidiaries,  Atlantic  Components  Ltd.  and  Alpha  Perform
                  Technology Limited. All significant  intercompany accounts and
                  transactions  have  been  eliminated  in  preparation  of  the
                  consolidated financial statements.

         REVENUE RECOGNITION:

                  Product  sales are  recognized  when  products  are shipped to
                  customers,  title passes and collection is reasonably assured.
                  Provisions for discounts to customers,  estimated  returns and
                  allowances and other price adjustments are provided for in the
                  same  periods  the  related  revenue  is  recorded  which  are
                  deducted from the gross sales.

         USE OF ESTIMATES:

                  The  preparation  of  consolidated   financial  statements  in
                  conformity  with  generally  accepted  accounting   principles
                  requires  management to make  estimates and  assumptions  that
                  affect the reported amounts of assets and liabilities, revenue
                  recognition,  allowance  for  doubtful  accounts,  long  lived
                  assets  impairment,  inventory,  and  disclosure of contingent
                  assets  and  liabilities,  at the  date  of  the  consolidated
                  financial  statements,  as well  as the  reported  amounts  of
                  revenues  and expenses  during the  reporting  period.  Actual
                  results could differ from these estimates.


                                       F-9
<PAGE>

                    ACL SEMICONDUCTORS INC. AND SUBSIDIARIES
                           (FORMERLY PRINT DATA CORP.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                AS OF DECEMBER 31, 2003 AND DECEMBER 31, 2002 AND
                  THE THREE-YEAR PERIOD ENDED DECEMBER 31, 2003

(1)      ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

         CASH AND CASH EQUIVALENTS:

                  For  purposes of the  consolidated  statements  of cash flows,
                  cash  equivalents  include all highly liquid debt  instruments
                  with original maturities of three months or less which are not
                  securing any  corporate  obligations.  The Company had no cash
                  equivalents at December 31, 2003 or 2002.

         ACCOUNTS RECEIVABLE:

                  The Company provides an allowance for doubtful  accounts equal
                  to the estimated uncollectible amounts. The Company's estimate
                  is based on historical  collection  experience and a review of
                  the  current  status  of  trade  accounts  receivable.  It  is
                  reasonably   possible  that  the  Company's  estimate  of  the
                  allowance  for  doubtful   accounts   will  change.   Accounts
                  receivable  are  presented  net of an  allowance  for doubtful
                  accounts of $0 at December 31, 2003 and 2002.

         INVENTORIES:

                  Inventories  are stated at the lower of cost or market and are
                  comprised of purchased  computer  technology  resale products.
                  Cost is determined using the first-in,  first-out method.  The
                  reserve for obsolescence was increased by $50,590 for 2003 and
                  was  decreased  by $412,821 for 2002.  Inventory  obsolescence
                  reserve totaled  $150,590 and $100,000 as of December 31, 2003
                  and 2002, respectively.

         PROPERTY, EQUIPMENT AND IMPROVEMENTS:

                  Property and  equipment are valued at cost.  Depreciation  and
                  amortization  are provided over the estimated  useful lives of
                  three to five years using the straight-line method.  Leasehold
                  improvements  are amortized on a straight-line  basis over the
                  shorter of the economic lives or the lease terms.

                  The  estimated  service  lives  of  property,   equipment  and
                  improvements are as follows:

                       Automobile                                  3 1/3 years
                       Office equipment                            5 years
                       Leasehold improvements                      5 years
                       Computers                                   5 years


                                      F-10
<PAGE>

                    ACL SEMICONDUCTORS INC. AND SUBSIDIARIES
                           (FORMERLY PRINT DATA CORP.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                AS OF DECEMBER 31, 2003 AND DECEMBER 31, 2002 AND
                  THE THREE-YEAR PERIOD ENDED DECEMBER 31, 2003

(1)      ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

         LONG-LIVED ASSETS:

                  In accordance with Statement of Financial Accounting Standards
                  ("SFAS") No. 144,  "Accounting  for the Impairment or Disposal
                  of Long-Lived  Assets,"  long-lived assets to be held and used
                  are  analyzed  for  impairment  whenever  events or changes in
                  circumstances  indicate  that the carrying  amount of an asset
                  may not be  recoverable.  SFAS No. 144  relates to assets that
                  can be amortized and the life can be determinable. The Company
                  evaluates  at each  balance  sheet  date  whether  events  and
                  circumstances have occurred that indicate possible impairment.
                  If there are  indications  of  impairment,  the  Company  uses
                  future  undiscounted  cash flows of the related asset or asset
                  grouping  over the  remaining  life in  measuring  whether the
                  assets are  recoverable.  In the event such cash flows are not
                  expected  to be  sufficient  to  recover  the  recorded  asset
                  values,  the assets are written down to their  estimated  fair
                  value. Long-lived assets to be disposed of are reported at the
                  lower of carrying  amount or fair value of asset less the cost
                  to sell. The Company  determined  that there was no impairment
                  of long-lived assets as of December 31, 2003 and 2002.

         ADVERTISING:

                  The  Company   expenses   advertising   costs  when  incurred.
                  Advertising expense totaled $3,567,  $24,580,  and $42,738 for
                  the  years  ended   December   31,  2003,   2002,   and  2001,
                  respectively.

         INCOME TAXES:

                  Deferred tax assets and  liabilities  are  recognized  for the
                  future tax  consequences  attributable to differences  between
                  the financial  statement  carrying  amounts of existing assets
                  and liabilities and their  respective tax bases.  Deferred tax
                  assets,  including  tax loss  and  credit  carryforwards,  and
                  liabilities  are measured  using enacted tax rates expected to
                  apply to taxable income in the years in which those  temporary
                  differences  are  expected to be  recovered  or  settled.  The
                  effect on deferred tax assets and  liabilities  of a change in
                  tax rates is  recognized in income in the period that includes
                  the enactment date. Deferred income tax expense represents the
                  change  during  the  period in the  deferred  tax  assets  and
                  deferred tax  liabilities.  The components of the deferred tax
                  assets and liabilities are individually  classified as current
                  and non-current based on their characteristics. Realization of
                  the deferred tax asset is dependent on  generating  sufficient
                  taxable  income in  future  years.  Deferred  tax  assets  are
                  reduced  by a  valuation  allowance  when,  in the  opinion of
                  management,  it is more likely  than not that some  portion or
                  all of the deferred tax assets will not be realized.


                                      F-11
<PAGE>

                    ACL SEMICONDUCTORS INC. AND SUBSIDIARIES
                           (FORMERLY PRINT DATA CORP.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                AS OF DECEMBER 31, 2003 AND DECEMBER 31, 2002 AND
                  THE THREE-YEAR PERIOD ENDED DECEMBER 31, 2003


(1)      ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

         FAIR VALUE OF FINANCIAL INSTRUMENTS:

                  The   carrying   amount  of  the   Company's   cash  and  cash
                  equivalents, accounts receivable, lines of credit, convertible
                  debt, accounts payable,  accrued expenses,  and long-term debt
                  approximates their estimated fair values due to the short-term
                  maturities of those financial instruments.

         COMPREHENSIVE INCOME:

                  SFAS No. 130, "Reporting  Comprehensive  Income,"  establishes
                  standards  for the  reporting  and  display  of  comprehensive
                  income and its components in the financial  statements.  As of
                  December 31, 2003,  2002,  and 2001,  the Company has no items
                  that represent other comprehensive income and, therefore,  has
                  not  included  a  schedule  of  comprehensive  income  in  the
                  consolidated financial statements.

         BASIC AND DILUTED EARNINGS PER SHARE:

                  In  accordance  with SFAS No. 128,  "Earnings  Per Share," the
                  basic  earnings  per common  share is computed by dividing net
                  earnings  available  to common  stockholders  by the  weighted
                  average number of common shares outstanding.  Diluted earnings
                  per common share is computed  similarly to basic  earnings per
                  common  share,  except that the  denominator  is  increased to
                  include the number of additional common shares that would have
                  been  outstanding  if the  potential  common  shares  had been
                  issued and if the additional  common shares were dilutive.  At
                  December  31, 2003,  the Company has 346,580  shares of common
                  stock  equivalents  upon  conversion of the  convertible  note
                  payable. These common stock equivalents were excluded from the
                  computation  of diluted  earnings per share as their effect is
                  antidilutive.  As of December  31, 2002 and 2001,  the Company
                  did not have any dilutive common stock equivalents.

         SEGMENT REPORTING:

                  Based on the Company's integration and management  strategies,
                  the Company  operated in a single  business  segment.  For the
                  years ended December 31, 2003,  2002, and 2001, all sales have
                  been derived from Hong Kong and the South East Asia region.


                                      F-12
<PAGE>

                    ACL SEMICONDUCTORS INC. AND SUBSIDIARIES
                           (FORMERLY PRINT DATA CORP.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                AS OF DECEMBER 31, 2003 AND DECEMBER 31, 2002 AND
                  THE THREE-YEAR PERIOD ENDED DECEMBER 31, 2003

(1)      ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

         NEW ACCOUNTING PRONOUNCEMENTS:

                  In  October   2002,   the  FASB  issued   Statement  No.  147,
                  "Acquisitions of Certain Financial  Institutions-an  amendment
                  of FASB Statements No. 72 and 144 and FASB  Interpretation No.
                  9," which removes acquisitions of financial  institutions from
                  the  scope  of  both  Statement  72 and  Interpretation  9 and
                  requires   that  those   transactions   be  accounted  for  in
                  accordance with Statements No. 141,  "Business  Combinations,"
                  and No.  142,  "Goodwill  and  Other  Intangible  Assets."  In
                  addition,  this Statement amends SFAS No. 144, "Accounting for
                  the  Impairment or Disposal of Long-Lived  Assets," to include
                  in its scope long-term customer-relationship intangible assets
                  of   financial    institutions    such   as   depositor-   and
                  borrower-relationship  intangible assets and credit cardholder
                  intangible assets.  The requirements  relating to acquisitions
                  of financial  institutions  are effective for acquisitions for
                  which the date of  acquisition is on or after October 1, 2002.
                  The  provisions  related to accounting  for the  impairment or
                  disposal of certain long-term customer-relationship intangible
                  assets are effective on October 1, 2002.  The adoption of this
                  Statement  did not have a  material  impact  on the  Company's
                  financial position or results of operations as the Company has
                  not engaged in either of these activities.

                  In  December  2002,   the  FASB  issued   Statement  No.  148,
                  "Accounting   for  Stock-Based   Compensation-Transition   and
                  Disclosure," which amends FASB Statement No. 123,  "Accounting
                  for Stock-Based  Compensation," to provide alternative methods
                  of transition  for a voluntary  change to the fair value based
                  method of accounting for stock-based employee compensation. In
                  addition, this Statement amends the disclosure requirements of
                  Statement 123 to require prominent  disclosures in both annual
                  and  interim   financial   statements   about  the  method  of
                  accounting  for  stock-based  employee  compensation  and  the
                  effect of the method used on reported results.  The transition
                  guidance and annual disclosure provisions of Statement 148 are
                  effective  for fiscal years  ending  after  December 15, 2002,
                  with earlier application  permitted in certain  circumstances.
                  The interim disclosure  provisions are effective for financial
                  reports  containing  financial  statements for interim periods
                  beginning  after  December  15,  2002.  The  adoption  of this
                  statement  did not have a  material  impact  on the  Company's
                  financial position or results of operations as the Company has
                  not  elected  to  change  to the fair  value  based  method of
                  accounting for stock-based employee compensation.


                                      F-13
<PAGE>

                    ACL SEMICONDUCTORS INC. AND SUBSIDIARIES
                           (FORMERLY PRINT DATA CORP.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                AS OF DECEMBER 31, 2003 AND DECEMBER 31, 2002 AND
                  THE THREE-YEAR PERIOD ENDED DECEMBER 31, 2003


(1)      ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

         NEW ACCOUNTING PRONOUNCEMENTS, CONTINUED:

                  In January 2003, the FASB issued FASB  Interpretation  No. 46,
                  "Consolidation    of   Variable    Interest    Entities,    an
                  Interpretation of Accounting  Research Bulletin (ARB) No. 51".
                  This  interpretation  clarifies the application of ARB No. 51,
                  "Consolidated  Financial  Statements," to certain  entities in
                  which equity  investors do not have the  characteristics  of a
                  controlling  financial  interest  or do  not  have  sufficient
                  equity  at risk  for the  entity  to  finance  its  activities
                  without additional  subordinated  financial support from other
                  parties.   In   December   2003,   the   FASB   revised   FASB
                  Interpretation  No.  46  (FIN  46R)  which  addresses  certain
                  implementation issues and allowed companies with certain types
                  of variable  interest  entities  to defer  adoption of FIN 46R
                  until the end of the first interim or annual  reporting period
                  ending after March 15,  2004.  The Company is  evaluating  the
                  impact  of  applying  FIN  46R to its  consolidated  financial
                  statements.

                  In April 2003,  the FASB issued  SFAS No. 149,  "Amendment  of
                  Statement   133  on   Derivative   Instruments   and   Hedging
                  Activities."   SFAS  149   amends  and   clarifies   financial
                  accounting and reporting of derivative instruments,  including
                  certain  derivative  instruments  embedded in other  contracts
                  (collectively  referred  to as  derivatives)  and for  hedging
                  activities   under  SFAS  133,   "Accounting   for  Derivative
                  Instruments  and  Hedging   Activities."   This  Statement  is
                  effective  for contracts  entered into or modified  after June
                  30, 2003, except for certain hedging relationships  designated
                  after June 30, 2003.  The adoption of this  Statement  did not
                  have a material  impact on the Company's  financial  position,
                  results of operations, or cash flows.

                  In May 2003,  the FASB issued SFAS No.  150,  "Accounting  for
                  Certain  Financial  Instruments with  Characteristics  of both
                  Liabilities  and Equity." SFAS 150  establishes  standards for
                  how  an  issuer  classifies  and  measures  certain  financial
                  instruments  with  characteristics  of  both  liabilities  and
                  equity.   It  requires  that  issuers   classify  a  financial
                  instrument  that is  within  its scope as a  liability  (or an
                  asset in some  circumstances).  With certain exceptions,  this
                  Statement is effective for financial  instruments entered into
                  or modified  after May 31, 2003, and otherwise is effective at
                  the beginning of the first interim period beginning after June
                  15,  2003.  The  adoption  of this  Statement  did not  have a
                  material impact on the Company's financial  position,  results
                  of operations, or cash flows.


                                      F-14
<PAGE>

                    ACL SEMICONDUCTORS INC. AND SUBSIDIARIES
                           (FORMERLY PRINT DATA CORP.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                AS OF DECEMBER 31, 2003 AND DECEMBER 31, 2002 AND
                  THE THREE-YEAR PERIOD ENDED DECEMBER 31, 2003


(1)      ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

         NEW ACCOUNTING PRONOUNCEMENTS, CONTINUED:

                  In December 2003, the FASB issued SFAS No. 132 (Revised 2003),
                  "Employers'    Disclosures    about    Pensions    and   Other
                  Postretirement  Benefits." This standard  replaces SFAS 132 of
                  the same title which was  previously  issued in February 1998.
                  The  revised  SFAS 132 was  issued  in  response  to  concerns
                  expressed  by financial  statement  users about their need for
                  more transparency of pension information. The revised standard
                  increases the existing GAAP  disclosures  for defined  benefit
                  pension plans and other defined benefit  postretirement plans.
                  However,  it does not change the measurement or recognition of
                  those plans as required under: SFAS 87, "Employers' Accounting
                  for Pensions;" SFAS 88 "Employers'  Accounting for Settlements
                  and  Curtailments  of Defined  Benefit  Pension  Plans and for
                  Termination  Benefits;" and SFAS 106,  "Employers'  Accounting
                  for    Postretirement    Benefits   Other   Than    Pensions."
                  Specifically,  the  revised  standard  requires  companies  to
                  provide  additional  disclosures  about  pension  plan assets,
                  benefit obligations,  cash flows, and benefit costs of defined
                  benefit pension plans and other defined benefit postretirement
                  plans.  Also,  for the first time,  companies  are required to
                  provide a breakdown of plan assets by category,  such as debt,
                  equity and real estate,  and to provide certain expected rates
                  of return and target  allocation  percentages  for these asset
                  categories.  The revised SFAS 132 is effective  for  financial
                  statements  with fiscal years  ending after  December 15, 2003
                  and for interim periods beginning after December 15, 2003. The
                  adoption of this  Statement did not have a material  impact on
                  the Company's  financial position,  results of operations,  or
                  cash flows.

(2)      PROPERTY, EQUIPMENT AND IMPROVEMENTS:

         A summary is as follows:

<TABLE>
<CAPTION>
                                                                                             2003            2002
                                                                                          ----------      ---------
<S>                                                                                       <C>             <C>
               Office equipment                                                           $   45,907      $  38,821
               Leasehold improvements                                                          2,346          2,346
               Furniture and fixtures                                                          3,843          1,538
               Automobile                                                                     53,281         58,408
                                                                                          ----------      ---------

                                                                                             105,377        101,113
               Less accumulated depreciation and amortization                                 50,995         55,812
                                                                                          ----------      ---------

                                                                                          $   54,382      $  45,301
                                                                                          ==========      =========
</TABLE>

         Depreciation  and  amortization  expense for property,  equipment,  and
         improvements  amounted to $15,230,  $23,571, and $19,345, for the years
         ended December 31, 2003, 2002, and 2001, respectively.


                                      F-15
<PAGE>

                    ACL SEMICONDUCTORS INC. AND SUBSIDIARIES
                           (FORMERLY PRINT DATA CORP.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                AS OF DECEMBER 31, 2003 AND DECEMBER 31, 2002 AND
                  THE THREE-YEAR PERIOD ENDED DECEMBER 31, 2003


(3)      REVOLVING LINES OF CREDIT AND LOAN FACILITIES:

         The Company has a $738,461 revolving line of credit with a bank with an
         outstanding  balance of $737,000 at December  31, 2003 and  $737,785 at
         December 31, 2002.  For  borrowings in Hong Kong  dollars,  the line of
         credit bears  interest at the greater of (1) 0.5% over Hong Kong dollar
         prime  rate  or  (2)  1%  over  the  Hong  Kong  Interbank  Offer  Rate
         ("HIBOR".),  or 5.5% as of December 31, 2003 and 2002. Weighted average
         interest  rate  approximated  5.5%  for  2003  and  5%  for  2002.  For
         borrowings in foreign currency,  the line of credit carries interest of
         0.5% over the Base Rate. The line matures on September 30, 2004.

         The Company has a $248,718 revolving line of credit with a bank with an
         outstanding  balance of $247,984 at December  31, 2003 and  $244,789 at
         December 31, 2002.  The line of credit bears interest at the greater of
         (1) 1% over Hong Kong dollar prime rate or (2) 1% over HIBOR,  or 6% as
         of  December  31,  2003  and  2002.   Weighted  average  interest  rate
         approximated  6% for  2003  and 5.5% for  2002.  The  line  matured  on
         September 30, 2004.

         The Company has import loan facilities  totaling $1,282,051 with a bank
         with an  outstanding  balance of  $1,174,000  at December  31, 2003 and
         $1,010,000 at December 31, 2002.  For  borrowings in Hong Kong dollars,
         the import  loan  facilities  bear  interest at 0.5% per annum over the
         bank's  best  lending  rate  and  are  payable  monthly,  or 5.5% as of
         December 31, 2003 and 2002. Weighted average interest rate approximated
         5.5% for 2003 and 5% for 2002. This loan is due on demand.

         See Note 5 for the details for the security,  collateral and guarantees
         under the debenture deed dated April 20, 2001.


                                      F-16
<PAGE>

                    ACL SEMICONDUCTORS INC. AND SUBSIDIARIES
                           (FORMERLY PRINT DATA CORP.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                AS OF DECEMBER 31, 2003 AND DECEMBER 31, 2002 AND
                  THE THREE-YEAR PERIOD ENDED DECEMBER 31, 2003


(4)      CONVERTIBLE NOTE PAYABLE:

         On December 31, 2003, the Company issued a 12% subordinated convertible
         note in the amount of $250,000 to a financing  company.  The  borrowing
         amount is due and payable on December 31, 2004. The interest is payable
         in arrears on March 31, June 30,  September  30, and December 31, 2004.
         In the event of default on principal and interest payments, interest is
         accrued at a rate of 15% on and after the date of the default,  and the
         Company  is  obligated  to pay a  default  penalty  equal to 30% of the
         unpaid principal and interest.  At the option of the debt holder,  such
         unpaid principal,  interest and default penalty can be paid with shares
         of the Company's common stock at conversion price,  which is defined in
         the following paragraph.

         The holder of this note,  at its option,  can  convert the  outstanding
         balance  of the debt  into  shares of  common  stock at the  conversion
         price,  which is defined  as 40% of the  average  closing  price of the
         stock three trading days immediately  prior to the Notice of Conversion
         date or the  interest  payment  date or the  debt  maturity  date.  The
         conversion price shall not in any case exceed $1. At December 31, 2003,
         the note is  convertible  into 346,580  shares of the Company's  common
         stock.

         In addition,  since this debt is convertible  into equity at the option
         of  the  note  holder  at  beneficial  conversion  rates,  an  embedded
         beneficial  conversion  feature  was  recorded as a debt  discount  and
         amortized using the effective interest method over the life of the debt
         in accordance with Emerging  Issues Task Force No. 00-27,  "Application
         of Issue  No.  98-5 to  Certain  Convertible  Instruments."  Since  the
         intrinsic  value  of the  beneficial  conversion  feature  exceeds  the
         proceeds of the convertible  debt, the amount of the discount  assigned
         to the  beneficial  conversion  feature is limited to the amount of the
         proceeds of the convertible  debt.  Therefore,  the Company  recorded a
         discount of $250,000,  the face value of the debt, and  accordingly the
         debt is $0 at  December  31,  2003,  net of the  unamortized  discount.
         Amortization of discount was immaterial for the year ended December 31,
         2003.  Any  unamortized   debt  discount   related  to  the  beneficial
         conversion feature will be accreted as interest expense.

         Pursuant to the terms of a Limited  Guarantee  and Security  Agreement,
         the debt is  guaranteed by 1.2 million  shares of the Company's  common
         stock  beneficially  owned by three  shareholders  of which 700,000 are
         restricted shares and 500,000 are freely traded shares.

         The  Company  has  agreed  to  file a  registration  statement  for the
         conversion  shares within 60 days of the funding of the note and agreed
         to use reasonable  efforts to cause such  registration  statement to be
         declared  effective  within 150 days of the funding of the note. If the
         Company fails to meet either of such timelines,  a 1% penalty per month
         on the funded amount of the note will be levied against the Company. As
         of April 2,  2004,  the  Company  has not yet filed  such  registration
         statement  for the  conversion  shares.  Accordingly,  the  Company  is
         incurring a 1% penalty per month on the funded amount of the note.


                                      F-17
<PAGE>

                    ACL SEMICONDUCTORS INC. AND SUBSIDIARIES
                           (FORMERLY PRINT DATA CORP.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                AS OF DECEMBER 31, 2003 AND DECEMBER 31, 2002 AND
                  THE THREE-YEAR PERIOD ENDED DECEMBER 31, 2003


(5)      LONG-TERM DEBT:

         A summary is as follows as of December 31:

<TABLE>
<CAPTION>
                                                                                                  2003              2002
                                                                                                  ----              ----
<S>                                                                                         <C>             <C>
              Installment  loan  carrying  an  interest  of 0.75% over Hong Kong
              dollar  Prime  Rate  (5.75%  at  December  31,  2003 and  5.75% at
              December 31, 2002) to a bank  payable in monthly  installments  of
              $4,535 including interest through April 2007                                  $    160,961    $    204,747

              Installment  loan carrying an interest of 1% over Hong Kong dollar
              Prime Rate (6% at December  31, 2003 and 6% at December  31, 2002)
              to a bank  payable in  monthly  installments  of $7,723  including
              interest through June 2004                                                          45,540         125,572

              Term loan  carrying  an  interest  of 0.75% over the  bank's  best
              lending rate (5.75% at December 31, 2003 and 5.75% at December 31,
              2002)  to a  bank  payable  in  monthly  installments  of  $35,897
              including interest through June 2005                                               453,827         846,188

              Accrued interest on previous term  loan  which  was converted to a
              term loan carrying 0% to a bank, unpaid amount due June 2005                       156,825         156,825

              Term loan  carrying  an  interest  of 0.75% over Hong Kong  dollar
              Prime Rate (5.75% at December  31, 2003 and 5.75% at December  31,
              2002) to a bank payable in monthly installments including interest
              at the  following  schedule:  $13,718 from May 2001 to April 2002,
              $16,410  from  May 2002 to April  2003,  $19,103  from May 2003 to
              April 2004, $21,923 from May 2004 to March 2005, and the remaining
              balance due April 2005                                                             261,681         448,265
                                                                                             -----------     -----------
                                                                                               1,078,834       1,781,597
              Less current maturities                                                            884,131         710,094
                                                                                            ------------    ------------
                                                                                            $    194,703    $  1,071,503
                                                                                            ============    ============
</TABLE>


                                      F-18
<PAGE>


                    ACL SEMICONDUCTORS INC. AND SUBSIDIARIES
                           (FORMERLY PRINT DATA CORP.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                AS OF DECEMBER 31, 2003 AND DECEMBER 31, 2002 AND
                  THE THREE-YEAR PERIOD ENDED DECEMBER 31, 2003


(5)      LONG-TERM DEBT, CONTINUED:

         With  respect  to  all  of  the  above   referenced   debt  and  credit
         arrangements  in Note 3,  pursuant to a debenture  deed dated April 20,
         2001, the Company  pledged its assets as collateral  collectively  to a
         bank group in Hong Kong  comprised of Dah Sing Bank  Limited,  The Hong
         Kong and Shanghai Banking Corporation Limited, and DBS Bank (Hong Kong)
         Ltd.  (formerly Overseas Trust Bank Limited) for all current and future
         borrowings from the bank group by the Company. In addition to the above
         pledged collateral, the debt is also secured by:

         1.     a personal  guarantee  given by Mr.  Alan  Chung-Lun  Yang ("Mr.
                Yang") limited to  approximately  US$6,900,000  to The Hong Kong
                and Shanghai Banking Corporation Limited;

         2.     a security  interest in a residential  property  located in Hong
                Kong owned by an  independent  third party together with a joint
                and several  guarantee  given by Mr. Yang and an  ex-director of
                the  Company to DBS Bank (Hong  Kong)  Ltd.  (formerly  Overseas
                Trust Bank Limited); and

         3.     a personal  guarantee  given by Mr.  Yang for  unlimited  amount
                together  with a key man life  insurance  policy on Mr. Yang for
                $1,000,000 and a personal guarantee to Dah Sing Bank Limited.

         A summary of the  maturities  of  long-term  debt at December  31, 2003
follows:

              Year ending December 31,

                  2004                                              $    884,131
                  2005                                                   129,221
                  2006                                                    52,008
                  2007                                                    13,474
                  Thereafter                                                  --
                                                                    ------------
                                                                    $  1,078,834
                                                                    ============
(6)      INCOME TAXES:

         Income tax provision  amounted to $265,866 for 2003,  $111,056 for 2002
         and $0 for 2001 (an effective  rate of -23% for 2003,  10% for 2002 and
         0% for 2001). A  reconciliation  of the provision for income taxes with
         amounts determined by applying the statutory federal income tax rate of
         34% to income before income taxes is as follows:


                                      F-19
<PAGE>


                    ACL SEMICONDUCTORS INC. AND SUBSIDIARIES
                           (FORMERLY PRINT DATA CORP.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                AS OF DECEMBER 31, 2003 AND DECEMBER 31, 2002 AND
                  THE THREE-YEAR PERIOD ENDED DECEMBER 31, 2003


(6)      INCOME TAXES, CONTINUED:

<TABLE>
<CAPTION>
                                                                         2003                  2002                   2001
                                                                         ----                  ----                   ----
<S>                                                               <C>                   <C>                    <C>
         Computed tax at federal statutory rate                   $     (398,414)       $     373,297          $      81,019

         Non-deductible merger cost                                      936,231                   --                     --
         Tax rate differential on foreign earnings of
         Atlantic Components Ltd. ("Atlantic"), a Hong Kong
         based company                                                   (89,247)            (197,628)               (42,893)

         Earnings on Alpha Perform Technology Limited
         ("Alpha"), a British Virgin Islands  ("BVI") Company
         not subject to corporate income tax                            (353,914)                  --                     --

         Utilization of net operating loss carryforward                       --                   --                (60,909)
         Provision for tax liabilities on procurement service
         fee income to Alpha                                             150,000                   --                     --

         Other                                                            21,210              (64,613)                22,783
                                                                  --------------        -------------          -------------

                                                                  $      265,866        $     111,056          $          --
                                                                  ==============        =============          =============

         The income tax provision consists of the following components:

                                                                         2003                  2002                  2001
                                                                         ----                  ----                  ----

         Federal                                                  $           --        $          --          $          --
         Foreign                                                         265,866              111,056                     --
                                                                  --------------        -------------          -------------

                                                                  $      265,866        $     111,056          $          --
                                                                  ==============        =============          =============
</TABLE>

         As of December 31, 2003,  2002, and 2001, there are no material amounts
         of temporary  differences  between the  carrying  amounts of assets and
         liabilities for financial  reporting  purposes and the amounts used for
         income tax purposes.

         The Company's Hong Kong subsidiary, Atlantic, paid a procurement fee to
         the Company's subsidiary,  Alpha in BVI, and allocated certain expenses
         incurred outside Hong Kong. Procurement fee income net of such expenses
         totaled approximately $1,000,000, which is not subject to corporate tax
         in Hong Kong or BVI.  However,  such procurement  service fee income or
         income net of related  expenses may be subject to corporate  income tax
         in the  People's  Republic of China.  Based on the  analysis of its tax
         counsel, the Company accrued approximately  $150,000 for such potential
         tax liabilities.


                                      F-20
<PAGE>

                    ACL SEMICONDUCTORS INC. AND SUBSIDIARIES
                           (FORMERLY PRINT DATA CORP.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                AS OF DECEMBER 31, 2003 AND DECEMBER 31, 2002 AND
                  THE THREE-YEAR PERIOD ENDED DECEMBER 31, 2003


(7)      CONCENTRATIONS:

         The Company has a non-exclusive  Distributorship Agreement with Samsung
         Electronics Co., Ltd. ("Samsung"),  which was initially entered into in
         May  1993  and has  been  renewed  annually.  Under  the  terms  of the
         agreement,  Samsung  appointed the Company on a non-exclusive  basis as
         Samsung's  distributor  to  distribute  and market its  products in the
         designated territory.  The Company has the right to market and sell the
         products  of other  manufacturers  and render  service  related to such
         activities, unless such activities result in the Company's inability to
         fulfill its obligations under the Agreement. However, the Company shall
         not purchase to sell any of the same product lines as Samsung  produces
         and deals in from any other Korean manufacturer during the term of this
         Agreement.  The most recent  renewal of the  Distributorship  Agreement
         expired on March 1, 2004. As of April 2, 2004,  the Company is still in
         negotiation with Samsung regarding the terms and such agreement has not
         yet been renewed.

         The Company's distribution operations are dependent on the availability
         of an adequate  supply of  electronic  components  under the  "Samsung"
         brand name which have  historically  been  principally  supplied to the
         Company by the Hong Kong office of Samsung.  The Company purchased 84%,
         94%,  and 100% of materials  from Samsung for the years ended  December
         31, 2003, 2002, and 2001,  respectively.  However,  there is no written
         supply contract between the Company and Samsung and, accordingly, there
         is no  assurance  that  Samsung  will  continue  to  supply  sufficient
         electronic  components to the Company on terms and prices acceptable to
         the Company or in volumes  sufficient to meet the Company's current and
         anticipated  demand,  nor can assurance be given that the Company would
         be  able  to  secure   sufficient   products  from  other  third  party
         supplier(s) on acceptable terms. In addition,  the Company's operations
         and business viability are to a large extent dependent on the provision
         of management  services and financial  support by Mr. Yang.  See Note 5
         for details for Mr. Yang's support of the Company's banking facilities.
         At December  31,  2003 and 2002,  included  in  accounts  payable  were
         $2,551,823 and  $1,159,257,  respectively,  to Samsung.  Termination of
         such distributorship by Samsung will significantly impair and adversely
         affect the continuation of the Company's business.

         During the years ended December 31, 2003, 2002, and 2001, 23%, 12%, and
         7%,  respectively,  of the sales were generated from Classic Electronic
         Ltd.  ("Classic"),   a  related  party  (see  Note  10  for  additional
         discussion of related party transactions).  As of December 31, 2003 and
         2002,   accounts   receivable   included   $5,289,626  and  $5,243,626,
         respectively,   due  from  Classic,  which  represented  83%  and  83%,
         respectively, of the total accounts receivable.

         As of  December  31,  2003 and 2002,  Samsung  has  withheld a total of
         $350,000  commission due to the Company as deposits.  Per a letter sent
         by Samsung in May 1, 2001,  the deposits  will be released upon further
         agreement  between Samsung and the Company.  Subsequent to this letter,
         no further  discussion  regarding  this  matter was made.  The  Company
         believes the amount is fully recoverable.


                                      F-21
<PAGE>

                    ACL SEMICONDUCTORS INC. AND SUBSIDIARIES
                           (FORMERLY PRINT DATA CORP.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                AS OF DECEMBER 31, 2003 AND DECEMBER 31, 2002 AND
                  THE THREE-YEAR PERIOD ENDED DECEMBER 31, 2003


(8)      RETIREMENT PLAN:

         Under the Mandatory  Provident  Fund ("MPF")  Scheme  Ordinance in Hong
         Kong, the Company is required to set up or participate in an MPF scheme
         to  which  both  the  Company  and  employees   must  make   continuous
         contributions throughout their employment based on 5% of the employees'
         earnings,  subject to maximum  and minimum  level of income.  For those
         earning less than the minimum level of income, they are not required to
         contribute  but  may  elect  to  do  so.  However,  regardless  of  the
         employees'  election,   their  employers  must  contribute  5%  of  the
         employees'  income.  Contributions  in excess of the  maximum  level of
         income are voluntary. All contributions to the MPF scheme are fully and
         immediately vested with the employees' accounts. The contributions must
         be  invested  and  accumulated  until the  employees'  retirement.  The
         Company  contributed and expensed  $16,129 for 2003,  $15,611 for 2002,
         and $39,764 for 2001.

(9)      COMMITMENTS:

         The Company leases its facilities. The following is a schedule by years
         of future minimum rental payments  required under operating leases that
         have  noncancellable  lease  terms in excess of one year as of December
         31, 2003:

<TABLE>
<CAPTION>
                                                              Related Party        Other             Total
                                                              -------------    -------------     -------------
<S>                                                           <C>              <C>               <C>
              Year ending December 31,
                  2004                                        $      45,192    $       6,768     $      51,960
                  Thereafter                                             --               --                --
                                                              -------------    -------------     -------------

                             Total                            $      45,192    $       6,768     $      51,960
                                                              =============    =============     =============
</TABLE>

         All leases expire prior to January 2005. Real estate taxes,  insurance,
         and maintenance expenses are obligations of the Company. It is expected
         that in the normal  course of  business,  leases  that  expire  will be
         renewed  or  replaced  by  leases  on  other  properties;  thus,  it is
         anticipated  that future minimum lease  commitments will likely be more
         than the  amounts  shown for 2003.  Rent  expense  for the years  ended
         December  31, 2003,  2002,  and 2001 totaled  $106,612,  $100,229,  and
         $131,572, respectively.

(10)     RELATED PARTY TRANSACTIONS:

         TRANSACTIONS WITH MR. YANG

         As of  December  31,  2003 and 2002,  the  Company  had an  outstanding
         receivable  from Mr. Yang,  the  President and Chairman of the Board of
         Directors   of  the   Company,   totaling   $102,936,   and   $624,351,
         respectively.  These  advances  bear no  interest  and are  payable  on
         demand.


                                      F-22
<PAGE>

                    ACL SEMICONDUCTORS INC. AND SUBSIDIARIES
                           (FORMERLY PRINT DATA CORP.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                AS OF DECEMBER 31, 2003 AND DECEMBER 31, 2002 AND
                  THE THREE-YEAR PERIOD ENDED DECEMBER 31, 2003


(10)     RELATED PARTY TRANSACTIONS, CONTINUED:

         For the years ended  December 31,  2003,  2002,  and 2001,  the Company
         recorded compensation to Mr. Yang of $716,770,  $732,280, and $298,630,
         respectively,  and paid $92,308 for each of the three-year period ended
         December 31, 2003, to Mr. Yang as  compensation  to him. The respective
         unpaid   amounts   are   included   in  the   amount   due   (from)  to
         stockholder/director as of December 31, 2003 and 2002.

         During each of the years ended  December 31, 2003,  2002, and 2001, the
         Company  paid rent of $53,846,  $53,846,  and  $94,231  for Mr.  Yang's
         personal  residency  as  fringe  benefits  to  him,  and  paid  housing
         allowance   to  him  in  the  amount  of  $12,308,   $2,052,   and  $0,
         respectively.  All such  payments  have been  recorded as  compensation
         expense in the accompanying financial statements.

         TRANSACTIONS WITH CLASSIC ELECTRONIC LTD.

         During the years ended  December 31, 2003,  2002, and 2001, the Company
         sold $15,224,745, $10,007,267, and $5,665,945, respectively, to Classic
         Electronic  Ltd.  ("Classic").  The Company has not experienced any bad
         debt from this  customer in the past.  Pursuant  to a written  personal
         guarantee  agreement,  Mr. Yang personally  guarantees to the Company's
         lenders up to $10 million outstanding accounts receivable from Classic.

         During the years ended  December 31, 2003,  2002, and 2001, the Company
         purchased inventory of $4,159,300,  $3,266,005,  and $0,  respectively,
         from Classic,  which offset the  outstanding  accounts  receivable from
         Classic.  As of  December  31,  2003  and  2002,  the  Company  had net
         outstanding  accounts  receivable from Classic totaling  $5,289,626 and
         $5,243,626, respectively.

         The  Company  leased  two of its  facilities  and Mr.  Yang's  personal
         residency from Classic.  Lease agreements for the two facilities expire
         on November 30, 2004 while the lease  agreement for Mr. Yang's personal
         residency expires on March 31, 2004. Monthly lease payments for these 3
         leases totaled  $7,372.  The Company  incurred and paid rent expense of
         $56,731,  $53,846,  and $94,231 to Classic for the years ended December
         31, 2003, 2002, and 2001, respectively.

         During the years ended  December  31,  2003,  2002,  and 2001,  certain
         Classic's  employees  performed  work on behalf of  Atlantic  and their
         salaries  were  allocated  to  Atlantic's  operations  and  charged  to
         expenses in the accompanying  consolidated  financial statements.  Such
         expenses  approximated  $248,000  for  2003,  $310,000  for  2002,  and
         $310,000 for 2001.

         Classic  maintains  a bank  account  for which the bank does not charge
         fees on  transactions  in US dollars.  As a result,  Classic  collected
         certain  accounts  receivable  from  Atlantic's  customers on behalf of
         Atlantic if the accounts receivable needed to be settled in US dollars,
         at no charge to Atlantic.


                                      F-23
<PAGE>

                    ACL SEMICONDUCTORS INC. AND SUBSIDIARIES
                           (FORMERLY PRINT DATA CORP.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                AS OF DECEMBER 31, 2003 AND DECEMBER 31, 2002 AND
                  THE THREE-YEAR PERIOD ENDED DECEMBER 31, 2003


(10)     RELATED PARTY TRANSACTIONS, CONTINUED:

         In  December  2003,  the  Company  entered  into a Letter  of Intent to
         acquire 51%  interest  of Classic  (see Note 12). As part of the terms,
         the Company agreed to make a purchase deposit of $1,000,000  related to
         this  purchase.   The  Company  reduced  its  accounts   receivable  by
         $1,000,000 from Classic and is reflected as acquisition deposits on the
         accompanying consolidated balance sheet at December 31, 2003.

         In December  2003,  the Company  relieved its account  receivable  from
         Classic by  transferring  $1,048,604 of outstanding  amounts it owed to
         its stockholder/director.

         Effective  September 30, 2003, Mr. Ben Wong, a director and shareholder
         of Classic, was elected as a director of the Company.

         TRANSACTIONS WITH ACL TECHNOLOGY PTE LTD.

         During the years ended  December 31, 2003,  2002, and 2001, the Company
         sold $901,430,  $616,305,  and $0, respectively,  to ACL Technology Pte
         Ltd. ("ACLT"),  a company owned 100% by Mr. Yang.  Outstanding accounts
         receivable  totaled  $191,566  and $0 as of December 31, 2003 and 2002,
         respectively.  The Company has not  experienced  any bad debt from this
         customer in the past.

         During the years ended  December 31, 2003,  2002, and 2001, the Company
         purchased inventories of $700,126, $401,676, and $0, respectively, from
         ACLT.  As of  December  31,  2003 and 2002,  there were no  outstanding
         accounts payable to ACLT.

         During  2002,  the  Company  sold  inventory  previously  reserved  for
         obsolescence   to  ACLT.   The   inventory  had  an  original  cost  of
         approximately $300,000 and was sold to ACLT at a substantial discount.

         In December 2003, the Company relieved its account receivable from ACLT
         by  transferring  $374,988  of  outstanding  amounts  it  owed  to  its
         stockholder/director.

         TRANSACTIONS WITH KADATCO COMPANY LTD.

         During the years ended  December 31, 2003,  2002, and 2001, the Company
         sold $0, $20,736, and $2,293,906, respectively, to Kadatco Company Ltd.
         ("Kadatco"),  a company  owned 100% by Mr. Yang.  Outstanding  accounts
         receivable totaled $0 as of December 31, 2003 and 2002. The Company has
         not experienced any bad debt from this customer in the past.

         During the years ended  December 31, 2003,  2002, and 2001, the Company
         purchased $0, $11,340, and $148,595,  respectively, from Kadatco. As of
         December 31, 2003 and 2002, there were no outstanding  accounts payable
         to Kadatco.


                                      F-24
<PAGE>

                    ACL SEMICONDUCTORS INC. AND SUBSIDIARIES
                           (FORMERLY PRINT DATA CORP.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                AS OF DECEMBER 31, 2003 AND DECEMBER 31, 2002 AND
                  THE THREE-YEAR PERIOD ENDED DECEMBER 31, 2003


(11)     QUARTERLY INFORMATION (UNAUDITED):

         The summarized  quarterly  financial data presented  below reflects all
         adjustments,  which in the opinion of  management,  are of a normal and
         recurring  nature necessary to present fairly the results of operations
         for the periods presented.

<TABLE>
<CAPTION>
                                                 (dollars in thousands except per share data)
                                      -------------------------------------------------------------------
                                           TOTAL        FOURTH        THIRD        SECOND        FIRST
                                           -----        ------        -----        ------        -----
<S>                                       <C>           <C>          <C>           <C>           <C>
2003
----
Total net sales                           $72,673       $20,212      $20,301       $17,081       $15,079
Gross profit                               $4,458        $1,037       $1,750          $844          $827
Net income (loss)                        $(1,438)          $351     $(2,190)          $217          $184
Net income (loss) per share:
     basic and diluted                    $(0.06)         $0.01      $(0.10)         $0.01         $0.01

2002
----
Total net sales                           $85,343       $16,559      $22,147       $22,406       $24,231
Gross profit                               $3,752          $388       $1,039        $2,685        $(359)
Net income (loss)                            $987          $356          $73        $1,943      $(1,385)
Net income (loss) per share:
     basic and diluted                      $0.04         $0.02        $0.00         $0.09       $(0.06)
</TABLE>

(12)     SUBSEQUENT EVENT (UNAUDITED):

         On March 4, 2004, the Company  announced that on December 29, 2003, the
         Company  entered  into a Letter  of Intent to  acquire  51% of  Classic
         Electronic Ltd.  ("Classic"),  a related party. Under the initial terms
         of the Letter of Intent, the Company agreed to make cash payments of $5
         million and issue 5,000,000 shares of the Company's common stock. As of
         December 31, 2003,  the Company  made a deposit of  $1,000,000  through
         relieving  $1,000,000 of accounts receivable from Classic.  The Company
         is in the  process of  performing  certain due  diligence  work and the
         final terms of the  purchase  are subject to changes  depending  on the
         results of the audits of Classic and due diligence work.

                                      F-25