<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB

      (Mark one)
[X]   Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of
      1934

      For the fiscal year ended: DECEMBER 31, 2004

[ ]   Transition Report Under Section 13 or 15(d) of the Securities Exchange Act
      of 1934

      For the transition period from _________ to ___________

                         Commission file number: 0-27989

                                BBMF CORPORATION
                 (Name of small business issuer in its charter)

NEVADA                                                                88-0286466
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

ROOM 4302, 43RD FLOOR, CHINA RESOURCES BUILDING
26 HARBOUR ROAD, WAN CHAI, HONG KONG SAR
(Address of Principal Executive  Offices)                             (Zip Code)

                                 +852 2116 8509
                (Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act: NONE

Securities registered under Section 12(g) of the Exchange Act: Common Stock,
$.001 par value

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

      [X] Yes [ ] No

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]

The issuer's revenues for the fiscal year ended December 31, 2004 were $591,329.

As of March 16, 2005, non-affiliates of registrant held an aggregate total of
2,936,585 shares of common stock. These shares currently have no readily
ascertainable market value, as a trading market in registrant's stock has not
yet developed and, as of March 16, 2005, there was a wide spread between the bid
price of $2.00 and the ask price of $35.00 with no trading volume.

As of March 16, 2005, there were outstanding 22,936,585 shares of the issuer's
common stock, $.001 par value.

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

<PAGE>

            CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

      In addition to historical information, this Annual Report on Form 10-KSB
for BBMF Corporation ("BBMF", "we", "us") contains forward-looking statements
relating to such matters as anticipated financial and operational performance,
business prospects, technological developments, new products, research and
development activities and similar matters. The Private Securities Litigation
Reform Act of 1995 provides a safe harbor for forward-looking statements. We
emphasize to you that a variety of factors could cause BBMF's actual results and
experience to differ materially from the anticipated results or other
expectations expressed in BBMF's forward-looking statements. When we use the
words or phrases "believe," "anticipate," "expect," "intend," "will likely
result," "estimate," "project" or similar expressions in this Annual Report on
Form 10-KSB, we intend to identify such forward-looking statements, but they are
not the exclusive means by which such statements are made. The forward-looking
statements are only expectations and/or predictions which are subject to risks
and uncertainties including the significant factors discussed herein under "Risk
Factors" and general economic, market or business conditions, opportunities or
lack of opportunities that may be presented to BBMF, competitive actions,
changes in laws and regulations and other matters discussed herein in the
sections entitled "Item 1 - Description of Business," and "Item 6 - Management's
Discussion and Analysis or Plan of Operation" and elsewhere.

      We caution readers to review the cautionary statements set forth in this
Annual Report on Form 10-KSB and in BBMF's other reports filed with the
Securities and Exchange Commission (the "Commission") and caution that other
factors may prove to be important in affecting BBMF's business and results of
operations. We caution you not to place undue reliance on these forward-looking
statements, which speak only as of the date of this the Annual Report. We
undertake no obligation to publicly revise these forward-looking statements to
reflect events or circumstances that arise after the date of this report.

<PAGE>

                                   FORM 10-KSB
                          YEAR ENDED DECEMBER 31, 2004
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Item
Number                                                                          Page
------                                                                          ----
<S>         <C>                                                                 <C>
                                    Part I.

1.          Description of Business                                              4
2.          Description of Property                                             11
3.          Legal Proceedings                                                   12
4.          Submission of Matters to a Vote of Security Holders                 12

                                    Part II.

5.          Market for Common Equity and Related Stockholder Matters            13
6.          Management's Discussion and Analysis or Plan of Operation           13
7.          Financial Statements                                                35
8.          Changes in and Disagreements With Accountants
            on Accounting and Financial Disclosure                              35
8A.         Controls and Procedures                                             36
8B.         Other Information                                                   36

                                    Part III.

9.          Directors, Executive Officers, Promoters and Control Persons;
            Compliance with Section 16(a) of the Exchange Act                   36
10.         Executive Compensation                                              39
11.         Security Ownership of Certain Beneficial Owners and Management
            and Related Stockholder Matters                                     41
12.         Certain Relationships and Related Transactions                      42
13.         Exhibits                                                            43
14.         Principal Accountant Fees and Services                              44
</TABLE>

<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

GENERAL

      We are a global developer and distributor of Java and BREW-based video
games and other software applications, such as ringtones and wallpaper, for use
on mobile phone handsets. We distribute our games in several markets, including
China, Europe and our primary market, Japan. In fiscal year 2004, 93.9% of our
revenues were derived from Japan. We deliver our wireless and mobile content
across a variety of mobile phone platforms, including advanced second generation
handsets, or 2.5G phones and third generation handsets, or 3G phones.

      Our primary business is to develop and distribute original game content
with a focus on creating games based on well-known characters from popular
animation or comic books, television shows, or characters made famous from other
gaming platforms.

CORPORATE STRUCTURE

      BBMF Corporation is a Nevada corporation incorporated on June 10, 1992
under the name Second Investors Group, Inc. Since incorporation, we have
undergone several corporate reorganizations and name changes including the
following: on June 19, 1998, Second Investors Group, Inc. changed its corporate
name to Progressive Environmental Recovery Corporation; on March 5, 1999,
Progressive Environmental Recovery Corporation changed its corporate name to
Worldwide Wireless Networks Inc; on December 31, 2003, Worldwide Wireless
Networks Inc. changed its corporate name to eChex Worldwide Corp.; and on April
9, 2004, we changed our corporate name to BBMF Corporation.

      Pursuant to our reorganization completed on April 9, 2004 and pursuant to
a reverse takeover as more fully described in our Current Report on Form 8-K for
the events reported on April 1, 2004 and filed with the Commission on April 15,
2004 and as subsequently amended and filed with the Commission on June 15, 2004,
we underwent a complete change in management and controlling shareholders,
acquired new business assets in connection with our current business of
developing and distributing mobile video games and other mobile content and
began executing our current long-term business strategy.

      BBMF Group Inc. ("BBMF Group"), is a wholly-owned subsidiary of the BBMF
Corporation, and was incorporated in the British Virgin Islands on January 27,
2004 as a limited liability company. BBMF Group serves as a holding company for
our several subsidiaries including (i) Kesrich (Hong Kong) Limited ("Kesrich"),
a corporation organized under the laws of Hong Kong; (ii) BBMF China Inc. ("BBMF
China"), a company organized under the laws of the British Virgin Islands; and
(iii) BBMF KK (Japan), a company organized under the laws of Japan ("BBMF
Japan"). BBMF Group is also the holding company for an investment in salvaging a
sunken ship off the Indonesian sea as further described in Item 8B.

      Our operations are carried out primarily through subsidiaries in Japan and
in China.

                                       -4-

<PAGE>

      On October 25, 2004, we established our wholly-owned subsidiary, BBMF
Japan, as our operating entity for our business activities in Japan. BBMF
Japan's main business is distributing our Java and BREW-based mobile games into
the Japanese market and securing license rights in connection with branded
Japanese content for use in, and development of, our game titles.

      On April 13, 2004, we established our wholly-owned foreign enterprise,
Nanjing BBMF Information Technology Co., Ltd. ("BBMF Nanjing") in Nanjing, the
People's Republic of China (the "PRC" or "China"), which is held 100% by BBMF
China. BBMF Nanjing serves as our in-house game production studio for conducting
the majority of our game development and production activities.

      As of February 28, 2005, we had approximately 229 full-time employees
located in Japan, Hong Kong and China, representing an increase of nearly 190
employees since December 31, 2003. The increase was primarily attributable to
recruitment of additional game producers, game planners, programmers, graphic
designers, sound engineers and quality assurance ("QA") specialists, who design,
develop and test our mobile games at our Nanjing game production studio. As of
February 28, 2005, we employed 202 full time game developers in Nanjing, China,
the majority of whom are PRC nationals. The remaining staff, consisting of our
managers and game developers, split their time between Nanjing, China and Tokyo,
Japan.

PRODUCTS AND SERVICES

      Mobile Games. Our mobile games are Java and BREW-based games, which
technology platforms are widely accepted in the wireless market. Penetration of
mobile phones with Java and BREW is expected to grow from approximately 23% of
all mobile phones sold in 2003 to approximately 97% of all mobile phones sold in
2008, according to the ARC Group. Java and BREW technologies allow mobile phone
users to play interactive and networking mobile games and download applications
to customize their mobile phone settings. We first launched services based on
the Java programming language in April 2004.

      Our games are original titles primarily developed in our Nanjing game
production studio. Many of our titles incorporate well-known characters or
stories from other platforms such as Sony's Playstation 2 and Nintendo's Gameboy
Advance, but with different graphics, stories and gameplay. Our titles also
incorporate characters originally made popular from animation, comics and
graphic novels, and television programming.

      Our games vary in complexity, ranging from simple point-and-shoot or
puzzle games to games with rich graphics, stories and gameplay, such as
multi-player role-playing games. Game genres include, among others, action,
adventure, puzzles, and sports and arcade-type games.

      Users can access these games either from their mobile phones, by choosing
from a menu located on a mobile operator's portal or website, or a third-party
service provider's mobile phone portal. Users can purchase our mobile games on a
per download basis and, in Japan, either on a per download or monthly
subscription basis.

      For the Japanese market, we provide our services mainly through rights to
distribute directly to registered subscribers of Japan's three mobile service
carriers: NTT

                                       -5-

<PAGE>

DoCoMo, au KDDI and Vodafone. These rights, which we acquired pursuant to a sale
and license agreement with Atlus dated September 27, 2004, gives us direct
access to a market with one of the world's highest mobile phone penetration
rates.

      In other markets, we distribute our game titles primarily pursuant to
cooperative agreements with either third-party service providers or other
content providers, the terms of which are generally two years and involve
revenue sharing arrangements generated from game sales. Such third-party
providers then distribute directly to registered mobile subscribers in a
particular market.

      Our users are generally registered subscribers of mobile phone carriers
and operators. We do not directly bill our users, and depend on the billing
systems and records of the mobile operators to bill and collect fees. We
generally do not have the ability to independently verify the accuracy of the
billing systems of the mobile operators. In addition, we generally have no
direct control over delinquent payments or users who otherwise default on their
payments.

      We depend on our own internal database system to monitor usage, which data
helps us to monitor revenue. Although retail prices of our games are made known
to all parties, including mobile carriers and end-users, tracking and monitoring
actual usage involves reconciling our internal data with usage reports provided
by network carriers. There is often a wide range of variance between our
internal data and network carriers' provided data because of differing counting
criteria. In addition to evaluating market conditions and other strategic
considerations, we make our business decisions partially based on our internal
data, taking into account our historical experience in reconciling our internal
data to results provided by network carriers.

      Other Products and Services. Due to the large number of handset models
produced by different manufacturers, we have developed the expertise and
capability to adapt games for use on most major handset models, available on a
global basis, to ensure smooth, consistent gameplay. We intend to offer these
services on a commercial basis to other game developers and third-parties. We
also have the capability to develop and distribute other mobile phone
applications such as wallpapers, mobile karaoke, ringtones and truetones.

      In addition, we have the capability to service and manage mobile game
portals operated by third-parties. For example, in February 2005, we signed a
five-year, exclusive agreement with TV Tokyo Broadband Entertainment Inc.
("TXBB"), a subsidiary of a leading Japanese broadcaster TV Tokyo, whereby we
agreed, among other things, to develop, manage and operate 12 mobile portals on
behalf of TXBB, which portals and directly reach registered users of Japan's
three major mobile carriers: NTT DoCoMo, au KDDI and Vodafone.

OUR INDUSTRY

      The wireless entertainment market has emerged as a result of the rapid
growth and technological evolution in the wireless communications industry. The
number of global wireless subscribers is expected to grow from approximately 1.3
billion in 2003 to 2.0 billion in 2008, with most of this new growth occurring
in markets outside the United States, Western Europe and Japan, according to
International Data Corporation, or IDC.

                                       -6-

<PAGE>

According to a recent report in the International Herald Tribune, the Japanese
mobile content industry is currently generating an estimated total of 300
billion Japanese Yen (or approximately US$2.86 billion) in annual revenue.

CHALLENGES IN OUR INDUSTRY

      Our ability to realize our business objectives and execute our strategies
is subject to risks and uncertainties, including the following:

      -     Our dependence on NTT DoCoMo, au KDDI and Vodafone for substantially
            all of our revenue and our dependence on its distribution and
            billing systems;

      -     Our limited operating history and dependence on our key personnel;

      -     The intense competition that we face in the mobile gaming market;

      -     The rapidly evolving mobile phone and video game industries, which
            makes predicting future acceptance and market demand difficult; and

      -     The uncertain legal and regulatory market in China, which could
            adversely affect our critical game development operations located
            there.

STRENGTHS AND STRATEGIES

      Our strategic objective is to be the leading provider of high quality
mobile games in geographic areas with a substantial amount of mobile phone
subscribers, particularly in Japan, while maintaining an efficient, low-cost
base. We will undertake strategic initiatives focused on expanding our market
share, improving our production scale, updating and upgrading our library of
product offerings, with a particular focus on well-known, branded and licensed
character products, and raising our visibility and market position. In
particular, we intend to:

   -  Increase our production scale.

      We seek to continuously produce new, high-quality games that appeal to our
      target consumers. Utilizing experienced game designers from Japan and our
      experienced team of game developers in China, we currently have the
      capability to produce between 50 and 60 game titles per month, up from 20
      to 30 game titles compared to the same period last year. With over 194
      game producers, programmers, graphic designers, sound engineers and QA
      specialists, who design, develop and test our games, we believe we have
      one of the largest game development teams in the world as measured by
      production capacity. Our knowledge of the demands and preferences of our
      target customer segments, combined with our game development team skilled
      in creating games across multiple handset platforms on a large scale,
      allows us to develop and introduce new games and other products to meet
      our users' changing requirements.

   -  Incorporate recognized brands and characters.

      Many of our games are based upon characters that are already well-known
      in a target market area. For example, we have developed and distributed
      games based on "Megamei Tensei", which game and characters were originally
      playable on Nintendo's Game Boy Advance handheld console. To increase game
      appeal, we

                                       -7-

<PAGE>

      intend to capture brand awareness of these characters by incorporating the
      same characters, music and/or stories in our own games developed for use
      on mobile phones. We have also recently signed an agreement with TXBB
      which gives us the right to use certain characters from Japanese drama and
      animation as well as animation and children's television programming
      originating outside of Japan, for distribution over our Japanese
      distribution channels. We seek to enhance our revenue potential by
      licensing well-known, branded characters for major mobile phone markets.

   -  Build strategic relationships.

      To complement the organic growth of our company and extend our product
      development and distribution capabilities, we intend to acquire businesses
      and form strategic partnerships when suitable opportunities arise. We seek
      to capture these opportunities by actively identifying and analyzing
      potential acquisition targets and strategic partners that would allow us
      to leverage our cost advantages and production scale while at the same
      time increasing our production and distribution capabilities.

   -  Capture key markets to strengthen and diversify our business and revenue
      streams.

      We intend to leverage our position in Japan as a low-cost, high output
      provider of high quality mobile games, with well-known characters and
      stories, to diversify our revenue streams in other key mobile phone
      markets outside of Japan, such as Europe, China and the United States. We
      actively seek new distribution channels and have, for example, signed
      agreements in the last fiscal year with Sina.com and Netease, both leading
      service providers in China.

PRODUCT DEVELOPMENT

      Our business strategy is focused on producing new game titles every month
on mobile platforms that become more technologically advanced with time. For
example, in response to current lack of standardization of operating systems
among mobile phones used in different parts of the world and varying handset
specifications, we have developed technical know-how that allows our game titles
to be readily adaptable for most mobile phones available on the market.

      Our software and sound engineers in China are dedicated to constantly
developing and improving our game products. In addition, we employ approximately
202 employees located in China, the majority of whom continually research,
develop and upgrade our mobile products and services utilizing the latest
technology.

SALES MARKETING AND CUSTOMER SERVICE

      We have a small team of employees responsible for developing business
opportunities for the company. Along with the efforts of our management, the
company has two dedicated employees based in Japan, and one in China, whose
primary function is business development and sales.

      Customer service is handled by our team in Japan.

COMPETITION

                                       -8-

<PAGE>

      Currently, our primary market is Japan.

      Japan. There are numerous players in Japan's mobile video games market. We
face intense competition from other video game providers that offer titles using
the same Japanese mobile networks available to us. For example, in its annual
report for the fiscal year ended March 31, 2004, NTT DoCoMo reported that as of
March 31, 2004, there were approximately 4,100 DoCoMo portal menu sites on its
i-mode network and approximately 75,000 voluntary web sites. Our company
operated one portal menu through DoCoMo's i-mode network and FOMA network, as
did many of our competitors.

      We estimate that there are over 100 mobile video game companies
distributing in Japan, including major game companies such as Konami Networks,
Hudson, Square Enix, Sega, Taito, G-Mode and Atlus. We have been able to enter
co-operative agreements with several of these potential competitors. However, in
general we compete with these companies primarily on the basis of brand, game
types, game release dates, character content, and channel relationships. We also
compete for experienced and talented employees. Some of our competitors may have
greater access to capital markets, more human and financial resources than we
do, and a longer operating history than we have. In addition, some of our
competitors have established game titles well known in Japan due to prior
branding accomplished on other game consoles or systems. These competitors may
have an advantage over us with their longer operating history, more established
brand name, larger user base and alternative game distribution channels.
Furthermore, our competitors may be able to offer a broader range of services
than we are presently able to offer. See "Risk factors -- Risks relating to our
business -- The markets in which we operate are highly competitive and many of
our competitors have greater resources than we do."

      Other Markets. Japan currently represents our most important market in
terms of revenue. In markets outside of Japan, such as in China and Europe, we
distribute our games primarily through third party service providers and not
through the mobile network operators themselves. Some of these competitors may
be able to distribute their games directly via arrangements with a local mobile
network operator. In addition, there are numerous competitors in both China and
Europe's video game markets, many of whom have greater access to capital
markets, more human and financial resources than we do, and a longer operating
history than we have.

INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS.

      We regard our know how, trade secrets and other intellectual property as
critical to our business. We rely on trademark and copyright law, trade secret
protection, non-competition, confidentiality and licensing agreements with our
employees, clients, partners and others to protect our intellectual property
rights. We rely upon technical know-how and continuing technological innovation
to develop and maintain our position in the market and we believe the success of
operations will depend largely upon such know-how and innovation. We require
employees and consultants to execute appropriate confidentiality agreements and
assignments of inventions in connection with their employment or consulting
arrangement with us. There can be no assurance that trade secrets will be
established, that secrecy obligations will be honored or that competition will
not independently develop superior or similar technology.

                                       -9-

<PAGE>
      Despite our efforts to protect our proprietary rights, we cannot be
certain that the steps we have taken will prevent misappropriation of our
content or technology, particularly in foreign countries such as China, where
the relevant laws may not protect our proprietary rights as fully as in the
United States. See "Risk Factors - Risk relating to our business - we may not be
able to adequately protect our intellectual property, especially in the PRC
where intellectual property is limited."

      We are in the process of registering in the United States and in China our
BBMF logo. We may not, however, be able to adequately protect our intellectual
property, and we may be exposed to infringement claims by third parties.

EMPLOYEES

      Our senior management and many of our employees have had prior experience
in the video games, Internet portal and telecommunications-related industries.
Our employees engaged in game development and production receive a base salary
and a performance-based bonus. In general, the bonus is based on quality,
quantity and timeliness in connection with production deadlines.

      We believe that we maintain a good working relationship with our employees
and we have not experienced any significant labor disputes or difficulty in
recruiting staff for our operations.

      As of February 28, 2005, we had a total of 229 full time employees, an
increase of at least 450%, from a total of less than 50 employees as of December
31, 2003, which increase reflects our rapid growth. In general, our technical
and game development personnel work for our subsidiary BBMF Nanjing and our
business development, carrier relationship and QA specialists work for BBMF
Japan. Our senior executives split their time between China and Japan, depending
on their responsibilities.

      As stipulated by PRC and Japanese regulations, we participate in various
medical care, welfare subsidies, unemployment insurance and pension benefits
through defined contribution plans.

      Our board of directors has approved a broad-based stock option plan, which
will be submitted to our shareholders for approval at our next annual meeting.
Pursuant to such stock option plan, we plan to grant stock options to our
employees from time to time.

GOVERNMENT REGULATION

      Japan. In Japan, our products and services are delivered through Japan's
three major mobile service carriers. Although we, as content providers to mobile
service carriers, are not currently subject to extensive regulations in Japan,
the telecommunications industry in which Japan's mobile carriers operate are
subject to extensive government regulation. The Ministry of Public Management,
Home Affairs, Posts and Telecommunications, or MPHPT, is the primary regulatory
body with responsibility for the telecommunications industry in Japan. Japan's
mobile service carriers are regulated by the MPHPT primarily under the
Telecommunications Business Law. Generally, mobile telecommunications service
providers are also subject to the Radio Law. These laws provide for, among other
things, rules governing registration,

                                      -10-
<PAGE>

notification and regulation of anti-competitive behavior for mobile service
carrier operation in Japan.

      Because of our revenue relationship with Japan's mobile service carriers,
we could be indirectly affected by any adverse regulatory changes in connection
with Japan's telecommunications industry.

      China. We collect a small amount of revenue indirectly through China's
mobile service carriers. We also develop games and software in our Nanjing
studio. The Chinese government has generally encouraged the development of the
high-technology industry, and the products and services we offer, and the game
and software development activities conducted in our Nanjing subsidiary, are not
currently subject to extensive government regulations. However, the
telecommunications industry in which China's mobile carriers operate and
Internet Service providers, however, are subject to extensive government
regulation and control. Currently, all the major telecommunications and Internet
service providers in China are primarily state owned or state controlled and
their business decisions and strategies are affected by the government's
budgeting and spending plans. In addition, they are required to comply with
regulations and rules promulgated from time to time by the Ministry of
Information Industry, and other ministries and government departments.

      In September 2000, China published the Regulations of the People's
Republic of China on Telecommunications, also known as the Telecommunications
Regulations. The Telecommunications Regulations are the first comprehensive set
of regulations governing the conduct of telecommunications businesses in China.
In particular, the Telecommunications Regulations set out in clear terms the
framework for operational licensing, network interconnection, the setting of
telecommunications charges and standards of telecommunications services in
China.

      Notwithstanding the recent developments in China's telecommunications
regulations, many laws and regulations applicable to the telecommunications
industry in China are still evolving and unsettled. A restrictive regulatory
environment for mobile carriers and Internet service providers could adversely
affect our business.

ITEM 2. DESCRIPTION OF PROPERTY.

         We maintain a small administrative office located at Room 4302, 43rd
Floor, China Resources Building 26 Harbour Road, Wan Chai, Hong Kong SAR. Our
Japanese operations are conducted at our executive offices located in Tokyo,
Japan as described further below. In addition, our game development and
production studio is located in Nanjing, the PRC.

         Prior to March 15, 2005, we shared approximately 90 square feet of
office space located at Kagurazaka Plaza Building, Kagurazaka 4-8, Shinjuku-ku,
Japan. These premises were shared with Atlus on a temporary basis. On February
28, 2005, we signed a lease providing for new office space for our Japanese
operations. Our lease commenced on March 15, 2005 and consists of approximately
245 square meters of office space, at a monthly rate of 978,600 Japanese Yen,
inclusive of management fees, located at Shiba No. 3 Amerex Building, Mita
3-12-17 Minato-Ku, Tokyo, Japan. The lease term expires in March 2007. We also
lease approximately 28 square meters of staff

                                      -11-

<PAGE>

quarters located at Shiba Mansion, Shiba 2-27-8, Minato-ku, Tokyo, Japan for an
initial term of two years, at a monthly rate of 125,000 Japanese Yen.

      In Nanjing, China, we lease approximately 2,800 square meters of game
production, research and development, test and office space located in a
four-story building and located at Block 4, 70 Matai Street, Hunan Road,
Nanjing, China, at an annual rent of RMB700,000, inclusive of management fees.
The initial term is three years.

      We anticipate no difficulty in extending these leases or obtaining
comparable office and staff quarters facilities in suitable locations.

      We believe that our facilities are sufficient to meet our expected needs
for at least the next twelve months and that our facilities are adequately
covered by insurance.

      We do not engage in investments in real estate or other interests in real
estate, including investing in real estate mortgages or real estate securities.

ITEM 3. LEGAL PROCEEDINGS.

      There are no material legal proceedings pending or, to our knowledge,
threatened against us.

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

      None.

                                      -12-

<PAGE>

                                     PART II

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

      Our common stock is quoted on the over-the-counter Bulletin Board under
the trading symbol "BBMF.OB." For the past fiscal year, there has been virtually
no trading of our common stock, with the last trade occurring at US$11.00 on
December 1, 2004. Due to the lack of volume, we have not included a table
setting forth the high and low sale prices for our common stock.

      As of March 17, 2005 there were approximately 165 registered holders of
record of our common stock. This number excludes individual shareholders holding
stock under nominee security position listings because many of such shares are
held by brokers and other institutions on behalf of shareholders. As a result,
we are unable to estimate the total number of shareholders represented by these
record holders, but we believe that the amount is in excess of 400.

DIVIDEND POLICY

      Historically, we have not paid any dividends to our shareholders, and we
do not expect to pay any dividends in the foreseeable future.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

<TABLE>
<CAPTION>
                             Number of securities to     Weighted average
                             be issued upon exercise    exercise price of      Number of securities
                             of outstanding options,    outstanding rights    remaining available for
      Plan Category            warrants and rights.        and warrants           future issuance
-------------------------    -----------------------    ------------------    -----------------------
<S>                          <C>                        <C>                   <C>
Equity compensation plans
approved by security
holders (1) (None)

Equity compensation plans        None outstanding               n/a           2,400,000 Common Shares
not approved by security
holders - 2004 Stock
Option Plan (1)
</TABLE>

(1) The Board of Directors has approved our 2004 Stock Option Plan as of
September 2004. We plan to submit the 2004 Stock Option Plan to a vote by our
shareholders at our next annual shareholders meeting.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

      Except for historical information, the following Management's Discussion
and Analysis or Plan of Operation contains forward-looking statements based upon
current expectations that involve certain risks and uncertainties. Our actual
results could differ materially from those reflected in these forward-looking
statements as a result of certain factors that include, but are not limited to,
the risks discussed in the Section entitled

                                      -13-
<PAGE>

"Risk Factors." Please see the statements contained under the Section entitled
"Cautionary Statement Regarding Forward-Looking Statements" above.

OVERVIEW

      Our primary business is the development and distribution of games and
other software applications for use on mobile phones. We focus on Java and
BREW-based games for mobile phones and handsets, and provide games on various
platforms. We also have the capability to develop and distribute wallpaper and
ringtones for use on mobile phones. Sales proceeds from mobile games constitute
the majority of our revenues.

      We distribute our games through various distribution arrangements, where
we share a percentage of game sales revenue with our distribution partners. Some
of these distribution partners are mobile carriers, who collect sales proceeds
from their mobile subscribers for usage of our games and other applications.
Other partners distribute our games via their own websites, the network of other
mobile carriers with whom they have a direct business relationship or other
sales channels.

CRITICAL ACCOUNTING POLICIES

      The Commission issued cautionary advice regarding the disclosure of
critical accounting policies on December 12, 2001. Critical accounting policies
are those that our management believes are both most important to the portrayal
of our financial condition and results, and that require difficult, subjective,
or complex judgments, often as a result of the need to make estimates about the
effects of matters that involve uncertainty.

      We believe the "critical" accounting policies we use in preparation of our
financial statements are as follows:

REVENUE RECOGNITION

      We distribute our games to mobile carriers' websites, partners' websites
or other networks where end users can download games to their mobile handsets.
The collection cycle, which is the time between when a game is downloaded by
users to the time when we receive revenue statement from the distribution
partners' ranges from an average of 3 months (in the case of direct
relationships with mobile carriers) to over 6 months (in the case of indirect
distribution relationships with partners that distribute the games to mobile
carriers).

      Revenue from game sales and mobile applications are recognized only after
those applications were downloaded by mobile users from carriers and other
portals' websites and such downloads are supported by statements received from
the carriers' and non-carriers' partners. Such statements normally indicate the
number of downloads for the relevant periods, revenue attributable to us,
revenue shared by the mobile carriers and other partners, applicable taxes and
expected timing of payment.

RESEARCH AND DEVELOPMENT COSTS

      Our research and development costs associated with the development of
mobile game software, as well as the development costs associated with
establishment of

                                      -14-
<PAGE>

distribution channels, are expensed as incurred given the relatively short
development cycle compared to other software development.

EFFECT OF FLUCTUATIONS IN FOREIGN EXCHANGE RATES

      Our functional currency includes Japanese Yen, Renminbi of the People's
Republic of China and the Hong Kong Dollar. Currently, the majority of our
sales are generated in Japan, followed by several other countries including
China and Europe. Operations are mainly located in China and Japan. For
financial reporting purposes, financial records denominated in currencies other
than United States dollars have been translated into United States dollars as
the reporting currency. Assets and liabilities are translated at the exchange
rate in effect at period end. Income statement accounts are translated at the
average rate of exchange prevailing during the period. Translation adjustments
arising from the use of different exchange rates from period to period are
included as a component of stockholders' equity as "Accumulated other
comprehensive income - foreign currency translation adjustments". Gains and
losses resulting from foreign currency transactions are included in other
comprehensive income/(loss). The foreign currency translation adjustment was not
material in either year. However, as a result of our accounting policy stated
above, the carrying value of our investments in Japan and China are subject to
the risk of foreign currency fluctuations. Additionally, any revenues received
from the Company's international operations in other than U.S. dollars will be
subject to foreign exchange risk.

BUSINESS ACQUISITIONS

      Pursuant to a Mobile Business Sales and License Agreement (the "Atlus
Agreement") dated September 27, 2004 signed with Atlus Co., Ltd., a corporation
organized and existing under the laws of Japan ("Atlus"), we purchased Atlus'
mobile distribution business for an aggregate purchase price of 300,000,000
Japanese Yen (the "Acquired Assets"). Completion and delivery of the Acquired
Assets took place on September 30, 2004. Under the Atlus Agreement, we have
acquired an exclusive, worldwide license to use certain of Atlus' game contents,
characters and the Atlus trademark (the "Atlus Proprietary Rights"). Atlus will
receive from the Company a percentage of revenue received from game distribution
using the Atlus Proprietary Rights.

      The assets and liabilities of acquired businesses are recorded under the
purchase method at their estimated fair values at the dates of acquisition.
Goodwill represents costs in excess of fair values assigned to the underlying
net assets of acquired businesses. Other intangible assets primarily represent
allocations of purchase price to identifiable intangible assets of acquired
businesses. We have accumulated intangible assets of US$2,578,918 as of December
31, 2004.

      We have adopted SFAS No. 142, "Goodwill and Other Intangible Assets". This
statement requires us to test goodwill balance for impairment annually and
between annual tests in certain circumstances. When assessing impairment, the
Company must estimate the impaired fair value of the goodwill. The Company
estimates the impaired fair value based on a discounted cash flow model that
involves significant assumptions and estimates based on management's best
judgments of current and future

                                      -15-
<PAGE>

circumstances, including currently enacted tax laws, future weighted average
cost of capital, and future financial performance. As circumstances change, it
is reasonably possible that future goodwill impairment tests could result in a
loss on impairment of assets, which would be included in the determination of
net income (loss).

RESULTS OF OPERATIONS

      We believe that our limited history of revenue generation and recent
business developments make the prediction of future results of operations
difficult, and, accordingly, our operating results should not be relied upon as
an indication of future performance.

      We were in an early development stage for the year ended December 31,
2003. Our activities were focused on early establishment activities such as
market research, recruitment and minimal research and development activities.
There were no operating activities to make meaningful comparisons to the fiscal
year ended December 31, 2004. The discussions below therefore focuses on the
actual operating results for each of key items during the current operating
period.

OPERATING REVENUE

      Gross sales revenue for the year ended December 31, 2004 was US$591,329
and net sales for the same period were US$564,876 after sales tax.

      Our games are distributed to distribution partners' networks and websites
where the end users can download the games into their mobile handsets. End users
pay for a one-time fee each time a game is downloaded or a fixed amount for a
specific period of time (e.g. one month) when the games can be downloaded as
many times as they wish. We share a percentage of the proceeds from the sale of
games.

      We completed developing our first batch of proprietary game titles in
March 2004 and started distributing our games in April 2004.

      For revenue generated through direct distribution relationships with
mobile carriers, we normally encounter a two to three month delay from the time
that a game is downloaded by an end-user to the time we receive corresponding
revenue. This is mainly due to the time necessary to receive accurate download
numbers and the time required for carriers billing to, and collection from,
mobile users.

      An additional two to three months collection delay is normally required
for those distribution relationships entered into with partners that are not
mobile carriers themselves, measured from the time these partners receive the
games from us. This is mainly due to the additional timing required for the
technical adjustments to make our games compatible with the networks of the
mobile carriers through which our partners distribute games.

      Our games have been distributed to multiple countries around the world.
Our games retailed at an average of US$0.50 to over US$5.00 before the carriers'
commission charge, depending on the market.

      Following our acquisition of Atlus' distribution assets, Japan became our
largest market measured in terms of sales revenue, followed by Europe and China.
Japan

                                      -16-
<PAGE>

constituted 93.9% of total sales revenue in 2004. Set forth below is the
geographic contribution of revenue from our different sales markets.

<TABLE>
<CAPTION>
                                                   Sales Amount(US$)           Percentage(%)
<S>                                                <C>                         <C>
Japan                                                      555,398                   93.9%
Europe                                                      22,294                    3.8%
People's Republic of China                                   2,613                    0.4%
Others                                                      11,024                    1.9%
                                                       -----------                  -----
   Total                                               US$ 591,329                  100.0%
                                                       ===========                  =====
</TABLE>

      We anticipate higher revenue going forward as we intend to increase the
number of branded games available to the existing distribution network. We also
intend to seek opportunities to acquire more gaming companies with established
distribution channels. We also intend to launch new distribution channels either
on our own or through joint efforts with partners with branded contents for use
in development of our mobile games and other applications.

OPERATING EXPENSES

      Cost of sales for the year ended December 31, 2004 were US$716,883
resulting in a gross margin of (-25.7%). During September 2004, when we acquired
the mobile distribution assets from Atlus, all content production for those
distribution channels was outsourced to third-party game development companies
in Japan, where labor costs are generally higher than that in other countries
such as China. We expect positive gross margins going forward as we have
discontinued most of these outsourcing contracts beginning in 2005 and shifted
the production to our own game production center in China.

      General and administrative expenses included general and administrative
salaries, benefits, network-related expenditures, property lease and rental and
travel expenses for operational activities in the development of mobile games.
General and administrative expenses for the year ended December 31, 2004, were
US$1,584,047 and selling expenses were US$39,950, resulting in an operating loss
of US$1,775,185.

      During September 2004 when we acquired Atlus' mobile distribution
business, all network-maintenance related activities (such as server management,
data hosting, content updating) were outsourced to two third-party companies in
Japan. Following the acquisition, we have since discontinued those third-party
network maintenance-related contracts. We have consolidated the server
management and content updating as part of internal activities. Server network
rental was also transferred to a lower-priced contract.

      For our game production studio in China, we have entered into a three-year
lease contract for RMB700,000 per annum, inclusive of management fees. As a
result of our growth and increased operational activities in Japan, in March
2005, we entered into a two-year lease contract for an office space for annual
lease payment of approximately US$111,840 (JPY11,743,2000), inclusive of
management fees.

                                      -17-
<PAGE>

      We anticipate higher operations-related traveling expenses going forward
due to foreseeable increased integration of our production base in China and our
operations in Japan.

      Depreciation and amortization also represent part of our general and
administrative costs. Depreciation for the year was US$115,484 and was mostly
related to leasehold improvement for the new property lease in our production
center in China, and computers and, equipment used in the production of mobile
games.

      Amortization expenses for the year were US$66,127 and was mostly related
to the intangible assets that the company acquired from Atlus, including those
market-related, contract-related and customer-related assets. Straight-line
authorization was applied to all intangible assets based upon an estimated
useful life of ten years.

      Selling expenses included salaries, benefits, travel and other related
expenses for direct sales personnel and business development personnel. Going
forward, we expect the majority of increased sales activities to come from Japan
as we intend to leverage our existing market position and expands our current
market share there.

      We anticipate our general and administrative and selling expenses to
increase during the next few quarters due to an expected increase in our number
of employees and significant operational development, sales and business
development activities which are anticipated as necessary to support our growth
strategy.

LIQUIDITY AND CAPITAL RESOURCES

WORKING CAPITAL AND OPERATIONS

      As of December 31, 2004, our cash and cash equivalents balance was
US$5,938,137 and our trade accounts receivable balance was $505,752. Subsequent
to December 31, 2004, we received, US$481,324 of our accounts receivables, in
connection with game sales, as of March 20, 2005. Our accounts receivable as at
March 20, 2005 was approximately US$24,428 and our cash position was
approximately US$6,933,162.

      We do not expect to incur significant capital expenditures over the next
year unless we substantially increase our operational level such that existing
property space is no longer sufficient to meet the demand from an anticipated
increase in personnel.

      We estimate that our total operating cash expenditures for the period
ended December 31, 2005 will be approximately $3,000,000. Accordingly, at our
anticipated levels of operation, our existing cash balances, our existing
accounts receivable and our expected sales revenue based on historical sales, we
believe that our working capital should be sufficient to pay our anticipated
cash expenditures until at least December 31, 2005.

      To continue beyond December 31, 2005 as a going concern, we must either
raise additional capital or generate substantial additional sales revenue.

                                      -18-
<PAGE>

FINANCING ACTIVITIES

      As of December 31, 2004, we had US$5,938,137 in cash and cash equivalents.
For the year ended December 31, 2004, we had recorded gross sales of US$591,329
and operating expenses of US$2,366,514, for a total operating loss of
US$1,775,185 over the same period.

      We anticipate our operating expenses to either remain the same or increase
over time. We intend to use net cash for working capital, to pay operating
expenses and to fund additional acquisitions. If our monthly sales revenues and
expenses continue at these levels and we are not able to raise additional
sources of financing, our net cash position will be depleted in less than two
years. Therefore, until monthly sales revenue grow to a level exceeding our
operating expenses, we must rely on equity funding to meet the working capital
requirements from our continued operations which funding may not necessary be
available.

      Our current business plan provides for funding, at least in part, through
the sale of equity securities, either through private placement or a potential
public offering. It is our understanding that loans from commercial institutions
will be either unavailable or not economically feasible to be loaned to
companies such as ours who are still in the emerging growth phase. Our ability
to continue as a going concern over the foreseeable future will therefore depend
primarily on our ability to sell additional equity securities, which in turn
depends on the attractiveness of our stock.

      Our latest major funding was raised in March 2005 in a private placement
round with several private investors. This placement raised approximately
US$1,522,212. Liquidity, according to our current business plan, therefore
relies on our ability to raise new funding, although there can be no assurance
such financings will occur.

      An important component of our business plan is to acquire companies with
established distribution channels that can help expand the sales of mobile
games. We intend to fund our acquisitions of these distribution channels with
combination of cash and shares so as to reduce the requirement for cash outlay.
Another advantage of using shares as funding currency is to align the interests
of existing shareholders of distribution channels with that of ours. The
implementation of such acquisition plans, however, creates additional funding
needs and may have a dilutive effect on existing shareholders. We intend to
manage the timing and the transaction size of such acquisition plans while
considering available funding sources and working capital needs for operations.
By doing so, we intend to avoid negative impact on our liquidity/net deficit
concerns at any given time.

OFF-BALANCE SHEET ARRANGEMENTS

      Not Applicable.

                                      -19-
<PAGE>

                                  RISK FACTORS

You should carefully consider the risks described below before deciding to
invest in our common stock. An investment in our common stock involves a high
degree of risk. The risks and uncertainties described below are not the only
ones we face. Additional risks and uncertainties not presently known to us or
that we currently deem immaterial may also impair our business, financial
condition and results of operations. If any of the following risks actually
occur, our business, financial condition and results of operations could be
harmed. In that case, the trading price of our common stock could decline, and
you could lose all or part of your investment. In assessing these risks, you
should also refer to the other information included or incorporated by reference
in this 10-KSB, including our financial statements and the notes thereto.

I.    RISK FACTORS RELATING TO OUR BUSINESS.

      WE HAVE RECENTLY INCURRED LOSSES AND IT IS UNCERTAIN WHETHER WE WILL BE
ABLE TO REACH PROFITABILITY OR MEET OUR FUTURE CAPITAL REQUIREMENTS.

      We underwent a reorganization and change of control and management in
April 1, 2004 and have since that time focused on our core business of
developing and distributing mobile games. For the 12 months ended December 31,
2004, we recorded net losses of US$1,775,185. We have not reached profitability
since commencing our business of developing and distributing mobile
entertainment content and there can be no assurance we will ever reach
profitability.

      BECAUSE OUR OPERATING HISTORY IS LIMITED AND THE REVENUE AND INCOME
POTENTIAL OF OUR BUSINESS AND MARKETS ARE UNPROVEN, WE CANNOT PREDICT WHETHER WE
WILL MEET INTERNAL OR EXTERNAL EXPECTATIONS OF FUTURE PERFORMANCE.

      Our future success depends on our ability to significantly increase
revenue from operation. Accordingly, our prospects must be considered in light
of the risks, expenses, and difficulties frequently encountered by companies in
an early stage of development. These risks include our ability to:

      -     offer new and innovative game titles and other services;

      -     respond effectively to competitive pressures and address the effects
            of strategic relationships or corporate combinations among our
            competitors;

      -     maintain our current, and develop new, strategic relationships; and

      -     attract and retain qualified management and employees.

      IF WE CANNOT RAISE OUR REVENUE LEVELS SIGNIFICANTLY, OUR ABILITY TO
CONTINUE AS A GOING CONCERN DEPENDS MAY DEPEND ON OUR ABILITY TO RAISE
ADDITIONAL FUNDS BY SELLING OUR SECURITIES. IF WE FAIL TO RAISE SUFFICIENT
CAPITAL, WE MAY BE FORCED TO LIQUIDATE AND YOU MAY LOSE YOUR INVESTMENT.

                                      -20-
<PAGE>

      In our last fiscal year, we recorded net sales of US$591,329 and operating
expenses of US$2,366,514, for a total operating loss of US$1,775,185 over the
same period. If our sales revenues and expenses continue at these levels and we
are not able to raise additional sources of financing, our net cash position
will be depleted in less than two years.

      In March 2005, we raised approximately US$1,522,212 in a private placement
of our common stock with several investors as reported on our Current Report on
Form 8-K filed with the Commission on March 18, 2005, which report is
incorporated by reference herein. There can be, however, no assurance that
additional funding will be available from this or any other sources. We do not
have sufficient assets or the kind of assets typically used to secure
traditional debt financing and there can be no assurance that we can obtain
financing on commercial reasonable terms in the near future. Future equity
financings may result in substantial dilution to existing stockholders. We
cannot be certain that we can generate sufficient revenues to support our
overhead as well as to fund our long-term business plan. We have limited
financial resources and we have been financed primarily by private placements of
our securities.

      WE CURRENTLY RELY ON MOBILE NETWORK OPERATORS, IN PARTICULAR, NTT DOCOMO,
AU KDDI AND VODAFONE, TO GENERATE OUR REVENUES. THE LOSS OF ANY OF THESE
RELATIONSHIPS, OR A MATERIAL CHANGE IN ANY OF THEM, COULD MATERIALLY HARM OUR
BUSINESS.

      For the twelve months ended December 2004, we received approximately
48.17% of our revenues from subscribers of NTT DoCoMo, with average outstanding
accounts receivable balances of $284,850; approximately 15.25% of our revenues
from subscribers of au KDDI, with average outstanding accounts receivable
balances of $90,201 respectively; and 30.50% of our revenues from subscribers of
Vodafone, with average outstanding accounts receivable balances of $162,037. We
expect that we will continue to generate a significant portion of our revenues
through a limited number of operators and carriers for the foreseeable future,
although these carriers may vary from period to period. A significant portion of
our outstanding accounts receivable are with NTT DoCoMo, au KDDI and Vodafone,
which results in a concentration of our credit risk. If any of these major
Japanese carriers are unable to fulfill their payment obligations to us under
our distribution agreements with them, our revenues could decline significantly.

      Our carrier agreements are not exclusive and generally have a limited term
of one year with evergreen, or automatic renewal, provisions upon expiration of
the initial term. These agreements set out the terms of our distribution
relationships with the carriers but generally do not obligate the carriers to
market or distribute any of our applications.

      Many other factors outside our control could impair our ability to
generate revenue through NTT DoCoMo, au KDDI and Vodafone, and other carriers
generally, including the following:

      -     a carrier's preference for the applications of our competitors over
our applications;

      -     a carrier's decision to offer its own competing entertainment
applications;

                                      -21-
<PAGE>

      -     a carrier's decision to discontinue the sale of our applications, or
altogether discontinue sales of applications such as ours;

      -     a carrier's decision to offer entertainment applications to its
subscribers for free;

      -     a carrier's network encountering technical problems that disrupt the
delivery of or billing for our applications;

      -     a carrier's decision to restrict or alter subscription or other
terms for purchasing our applications;

      -     a carrier's decision to increase the fees it charges to market and
distribute our applications, thereby increasing its own revenues and decreasing
our share of revenues; or

      -     consolidation among wireless carriers.

      If either NTT DoCoMo, au KDDI or Vodafone decides not to market or
distribute our applications or decides to terminate or not renew its agreement
with us, or if there is consolidation among carriers generally, we may be unable
to replace the affected agreements with acceptable alternatives, causing us to
lose access to subscribers, which could materially harm our business, operating
results and financial condition.

      THE MARKETS IN WHICH WE OPERATE ARE HIGHLY COMPETITIVE AND MANY OF OUR
COMPETITORS HAVE GREATER RESOURCES THAN WE DO.

      The development, distribution and sale of mobile entertainment
applications is a highly competitive business. We compete primarily on the basis
of quality of applications, brand, carrier and customer service and distribution
breadth. We also compete for experienced and talented employees.

      Currently, we consider our primary Japanese competitors to be Konami
Networks, Hudson Square Enix, Konami, Sega, Taito, G-Mode and Atlus. We also
consider our major global competitors to include companies such as GameLoft,
Electronic Arts and M Forma. In the future, likely competitors may include other
major media companies, traditional video game publishers, content aggregators,
wireless software providers and other pure-play wireless entertainment
publishers. Mobile carriers may also decide to develop and distribute their own
mobile entertainment applications. If carriers enter the wireless entertainment
applications market, they might refuse to distribute some or all of our
applications or may deny us access to all or part of their networks.

      We have entered into co-operative agreements with some of our competitors.
However, some of our competitors' advantages over us include the following:

      -     substantially greater revenues and financial resources;

      -     stronger brand names and consumer recognition;

      -     the capacity to leverage their marketing expenditures across a
broader portfolio of wireless and non-wireless products;

      -     pre-existing relationships with holders of branded contents;

      -     more resources to make acquisitions; and

                                      -22-
<PAGE>

      -     broader geographic presence.

      We face different market dynamics and competition outside of Japan. In
some international markets, our competitors have greater brand recognition and
broader distribution than we have. We may not be as successful as our
competitors in generating revenues in international markets due to our inability
to provide applications that are attractive to the local market, the lack of
recognition of our brand or other factors. Developing user interfaces that are
compatible with other languages or cultures could be expensive and
time-consuming. As a result, our international expansion efforts may be more
costly and less profitable than we expect.

      If we are not as successful as our competitors in our target markets, our
sales could decline, our margins could be negatively impacted and we could lose
market share, any of which could materially harm our business.

      IF WE FAIL TO DEVELOP AND INTRODUCE NEW APPLICATIONS THAT ACHIEVE MARKET
ACCEPTANCE, OUR SALES COULD SUFFER.

      Our business depends on providing applications that wireless subscribers
want to buy. We must continue to invest significant resources in research and
development to enhance our offering of mobile applications and introduce new
applications. Our operating results would suffer if our applications are not
responsive to the preferences of our customers or are not effectively brought to
market.

      The planned timing or introduction of new applications is subject to risks
and uncertainties. Unexpected technical, operational, deployment, distribution
or other problems could delay or prevent the introduction of new applications,
which could result in a loss of, or delay in, revenues or damage to our
reputation and brand. If any of our applications are introduced with defects,
errors or failures, we could experience decreased sales, loss of customers and
damage to our reputation and brand. In addition, new applications may not
achieve sufficient market acceptance to offset the costs of development. Our
success depends, in part, on unpredictable and volatile factors beyond our
control, including customer preferences, competing applications and the
availability of other entertainment activities. A shift in mobile phone usage or
the entertainment preferences of our customers could cause a decline in our
applications' popularity that could materially reduce our revenues and harm our
business.

      We continuously develop and introduce new applications for use on
next-generation mobile phones. We must make product development decisions and
commit significant resources well in advance of the anticipated introduction of
a new mobile phone model. New mobile phone models for which we are developing
applications may be delayed, may not be commercially successful, may have a
shorter life cycle than anticipated or may not be adequately promoted by
wireless carriers or the mobile phone manufacturer. If the mobile phone models
for which we are developing applications are not released when expected or do
not achieve broad market penetration, our potential revenues will be limited and
our business will suffer.

      IF WE ARE UNSUCCESSFUL IN ESTABLISHING AND INCREASING AWARENESS OF OUR
BRAND AND RECOGNITION OF OUR APPLICATIONS, OR IF WE INCUR EXCESSIVE EXPENSES
PROMOTING AND MAINTAINING OUR BRAND, OUR BUSINESS COULD BE HARMED.

                                      -23-
<PAGE>

      We believe that establishing and maintaining our brand is critical to
retaining and expanding our customer base. Promotion of our brand will depend on
our success in providing high-quality wireless entertainment applications.
However, such success will depend, in part, on the services and efforts of third
parties, over which we have little or no control. For instance, if our mobile
network carriers fail to provide quality service, our customers' ability to
access our applications may be interrupted, which may adversely affect our
brand. If our customers and carriers do not perceive our existing products and
services as high quality, or if we introduce new applications that are not
favorably received by our customers and carriers, then we may be unsuccessful in
building brand recognition and brand loyalty in the marketplace. In addition,
globalizing and extending our brand may be costly. It will also involve
extensive management time to execute successfully. Further, the markets in which
we operate are highly competitive and many of our competitors, such as Square
Enix, Konami, and Namco, already have substantially more brand recognition than
we do. If we fail to successfully increase brand awareness and consumer
recognition of our applications, our potential revenues could be limited, our
costs could increase and our business could suffer.

      FAILURE TO RENEW OUR EXISTING LICENSES OR TO OBTAIN ADDITIONAL LICENSES
COULD HARM OUR BUSINESS.

      Many of our mobile games incorporate intellectual properties, such as
animated characters, that we license from third parties. Our major licensing
agreements include a ten-year license agreement with Atlus, one of our
significant shareholders; and a five-year license agreement with TXBB, both
agreements of which provide us access to third party intellectual property. We
may be unable to renew these licenses on terms favorable to us, or at all, and
we may be unable to secure alternatives in a timely manner. We expect that
licenses we obtain in the future will impose development, distribution and
marketing obligations on us. If we breach our obligations, our licensors may
have the right to terminate the license or change an exclusive license to a
non-exclusive license.

      Competition for licenses may also increase the advances, guarantees and
royalties that we must pay to the licensor, which could significantly increase
our costs. Failure to maintain our existing licenses or obtain additional
licenses with significant commercial value could impair our ability to introduce
new applications or continue our current applications, which could materially
harm our business.

      IF WE FAIL TO DELIVER OUR APPLICATIONS TO CORRESPOND WITH THE COMMERCIAL
INTRODUCTION OF NEW MOBILE PHONE MODELS, OUR SALES MAY SUFFER.

      Our business is tied, in part, to the commercial introduction of new
mobile phone models with enhanced features, including color screens and greater
processing power. We cannot control the timing of these mobile phone launches.
Some of our customers download our applications soon after they purchase their
new mobile phones in order to experience the new features of those phones. If we
miss the opportunity to sell applications when our customers upgrade to a new
mobile phone due to application launch delays, our sales may suffer.

      OUR BUSINESS AND GROWTH MAY SUFFER IF WE ARE UNABLE TO HIRE AND RETAIN KEY
PERSONNEL WHO ARE IN HIGH DEMAND.

                                      -24-
<PAGE>

      We depend on the continued contributions of our senior management and
other key personnel and, in particular, Yih Hann Lian, our chief executive
officer and co-chairman of the Board and Antony Ren Haw Ip, our president and
co-chairman of the Board. The loss of the services of any of our executive
officers or other key employees could harm our business. All of our executive
officers and most of our key employees are at-will employees. However, some of
our key employees have employment agreements for a term. We do not maintain a
key person life insurance policy on either of Mr. Lian or Mr. Ip. Our future
success also depends on our ability to identify, attract and retain highly
skilled technical, managerial, finance, marketing and creative personnel.
Qualified individuals are in high demand, and we may incur significant costs to
attract them. If we are unable to attract or retain the personnel we need to
succeed, our business may suffer.

      Competition for senior management personnel in our industry is intense and
we may not be able to retain our senior management personnel or attract and
retain new personnel in the future. In addition, lack of liquidity and trade
volume, volatility or lack of performance in our stock price may also affect our
ability to attract and retain key employees, some of whom may be granted stock
options. Employees may be more likely to leave us if, over a long-term horizon,
their owned shares or the shares underlying their options have not changed in
value relative to the original purchase price of the shares or the option
exercise price.

      SYSTEM OR NETWORK FAILURES COULD REDUCE OUR SALES, INCREASE COSTS OR
RESULT IN A LOSS OF CUSTOMERS.

      In our primary market of Japan, we rely on our carriers' networks to
deliver our applications to our customers and on their billing systems to track
and account for the downloading of our applications. In certain circumstances,
we also rely on our servers to deliver applications on demand to our customers
through their wireless carriers' networks. Any failure of, or technical problem
with, the carriers' or our billing and delivery systems, information systems or
communications networks could result in the inability of our customers to
download our applications or prevent the completion of billing for an
application. If any of these systems fails, there is an interruption in the
supply of power, an earthquake, fire, flood or other natural disaster, or an act
of war or terrorism, our customers may be unable to access our applications. Any
failure of, or technical problem with, the carriers' or our systems could cause
us to lose customers or revenues or incur substantial repair costs and distract
management from operating our business. From time to time, we have experienced
limited failures with our carriers' billing and delivery systems and
communication networks. If these billing and delivery failures or technical
problems were to continue for a prolonged period of time, they could reduce our
sales, increase costs or result in a loss of customers.

      OUR BUSINESS STRATEGY DEPENDS ON ACQUIRING COMPANIES WITH COMPLIMENTARY
TECHNOLOGIES OR OTHER RESOURCES.

      Our future growth depends, in part, on our ability to successfully
identify and acquire promising companies with good distribution channels for our
games. We intend to increase our distribution capability in part through
acquisitions. The integration of any future acquisitions into our existing
business could result in certain unanticipated difficulties that could require a
disproportionate amount of management's attention and

                                      -25-
<PAGE>

resources. Furthermore, there can be no assurance that the anticipated benefits
of acquiring any future acquisition will be partially or fully realized. We have
limited experience in completing acquisitions and integrating acquired
businesses or products into our operations. We may compete for future
acquisition opportunities with other companies that have significantly greater
financial and management resources.

      We are continually searching for acquisition opportunities; however, we
are not currently a party to any agreements, understandings or negotiations with
respect to any material acquisitions, and there can be no assurance that we will
be successful in identifying, acquiring and developing products and technology.

      In addition, acquisitions could also have adverse short-term effects on
our operating results, and could result in dilutive issuances of equity
securities and the incurrence of debt and contingent liabilities. In addition,
many business acquisitions must be accounted for as purchases and, because most
software-related acquisitions involve the purchase of significant intangible
assets, these acquisitions typically result in substantial amortization charges
and may also involve charges for acquired research and development projects,
which could have a material adverse effect on our operating results.

      EXPANSION INTO INTERNATIONAL MARKETS IS IMPORTANT TO OUR LONG-TERM
STRATEGY, AND AS WE EXPAND INTERNATIONALLY, WE FACE ADDED BUSINESS, POLITICAL,
REGULATORY, OPERATIONAL, FINANCIAL AND ECONOMIC RISKS, ANY OF WHICH COULD
INCREASE OUR COSTS AND HINDER OUR GROWTH.

      An important element of our long-term business strategy is the expansion
of our international sales by targeting markets, such as Europe and other parts
of Asia outside of Japan, where we believe acceptance of our applications is
likely. Risks affecting our international operations include:

      -     challenges caused by distance, language and cultural differences;

      -     multiple, conflicting and changing laws and regulations, including
complications due to unexpected changes in regulatory requirements, foreign
laws, tax schemes, international import and export legislation, trading and
investment policies, foreign currency fluctuations, exchange controls and tariff
and other trade barriers;

      -     difficulties in enforcing intellectual property rights in countries
where we intend to expand, such as China;

      -     the burdens of complying with a wide variety of foreign laws and
regulations;

      -     protectionist laws and business practices that favor local
businesses in some countries;

      -     foreign tax consequences;

      -     foreign exchange controls that might prevent us from repatriating
income earned in countries outside the United States;

      -     price controls;

      -     imposition of public sector controls;

                                      -26-
<PAGE>

      -     political, economic and social instability;

      -     higher costs associated with doing business internationally;

      -     restrictions on the export or import of technology;

      -     difficulties in staffing and managing international operations;

      -     trade and tariff restrictions;

      -     variations in tariffs, quotas, taxes and other market barriers; and

      -     greater fluctuations in sales to customers in developing countries,
including longer payment cycles and greater difficulty collecting accounts
receivable.

      These risks could harm our international expansion efforts, which could in
turn materially and adversely affect our business, operating results and
financial condition.

      MANY OF OUR GAMES ARE ONLY RECENTLY DEVELOPED AND MAY CONTAIN ERRORS OR
OTHER DEFECTS.

      Our games are complex software products that frequently contain errors or
defects, especially when first introduced or when new versions or enhancements
are released. Despite product testing, new products may contain defects or
software errors and, as a result, we may experience delayed or lost revenues
during the period required to correct any defects or errors. There can be no
assurance that we can avoid defects or errors. Such defects or errors could
result in adverse customer reactions, negative publicity regarding our company
and products, harm to our reputation or loss of or delay in market acceptance,
or could require expensive product changes, any of which could have a material
adverse effect upon our business, financial condition and results of operations.

      WE MAY NOT BE ABLE TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY,
ESPECIALLY IN THE PRC WHERE INTELLECTUAL PROPERTY PROTECTION IS LIMITED.

      Our success depends on our ability to protect our intellectual property
rights. We rely on a combination of copyright, trade secret laws as well as
non-disclosure and confidentiality agreement with our officers, employees and
third parties to protect and limit access to and distribution of our
intellectual property. These legal protections offer only limited protection and
litigation may be necessary to enforce or protect our intellectual property
rights, which could result in substantial costs and diversion of our resources.
Third parties, including our competitors, may infringe upon our intellectual
property rights and there is no assurance that under current Chinese laws and
regulations that we can successfully enforce our rights. Even if we have
undertaken all precautionary steps, infringement of its intellectual property
rights may still occur and could adversely affect our business and operational
results.

      Our intellectual property rights are critical to success. Unauthorized
users may infringe upon our intellectual property rights and may compete with us
in similar markets. We have registered our trademark with the National Copyright
Bureau of the PRC, which authority has granted preliminary approval. However,
there can be no assurance that the relevant law enforcement agencies will be
able to prohibit, punish and

                                      -27-
<PAGE>

deter the occurrence of trademark, patent and copyright infringements of our
software products in the PRC.

      Investors should also be aware that infringement of intellectual property
rights by way of sales of counterfeit goods occurs in the PRC as well as in
other countries, and there will always be a market for counterfeit products
given the price difference between counterfeit goods and the original. We
believe that total eradication of intellectual property infringement in the PRC
is unlikely within a short period of time. Our profitability may be adversely
affected if our intellectual property rights are infringed.

      OUR PRODUCTS AND PROPRIETARY RIGHTS COULD BE CONSTRUED AS INFRINGING ON
THE RIGHTS OF THIRD PARTIES.

      Our business model depends on both internally developed games and licensed
games. Such games are playable on a number of platforms that require use of
technologies developed by other third parties. Although we are not aware that
our products, trademarks or other proprietary rights infringe upon the
proprietary rights of third parties, there can be no assurance that third
parties will not assert infringement claims against us and that such claims will
not have a material adverse effect on our business, financial condition and
results of operations. Any litigation involving the use of our technology could
result in substantial cost to us and divert management's attention from
operations, either of which could have a material adverse effect on our
business, financial condition and results of operations. Adverse determinations
in such litigation could result in the loss of our proprietary rights, subject
us to significant liabilities, require us to seek licenses from third parties or
prevent us from selling its products, any one of which could have a material
adverse effect on our business, financial condition and results of operations.

      WE FACE RISKS ASSOCIATED WITH CURRENCY EXCHANGE RATE FLUCTUATIONS.

      Although we are incorporated in the United States, the majority of our
current revenues were collected in Japanese Yen. In addition, a larger portion
of our revenues may be denominated in foreign currencies as we expand our
international operations. Conducting business in currencies other than U.S.
dollars subjects us to fluctuations in currency exchange rates that could have a
negative impact on our reported operating results. Fluctuations in the value of
the U.S. dollar relative to other currencies impact our revenues, cost of
revenues and operating margins and result in foreign currency translation gains
and losses. Historically, we have not engaged in exchange rate hedging
activities. Although we may implement hedging strategies to mitigate this risk,
these strategies may not eliminate our exposure to foreign exchange rate
fluctuations and involve costs and risks of their own, such as ongoing
management time and expertise, external costs to implement the strategy and
potential accounting implications.

      CHANGES TO FINANCIAL ACCOUNTING STANDARDS AND NEW EXCHANGE RULES COULD
MAKE IT MORE EXPENSIVE TO ISSUE STOCK OPTIONS TO EMPLOYEES, WHICH WOULD INCREASE
COMPENSATION COSTS AND MAY CAUSE US TO CHANGE OUR BUSINESS PRACTICES.

      We prepare our financial statements to conform with generally accepted
accounting principles, or GAAP, in the United States. These accounting
principles are subject to interpretation by the Public Company Accounting
Oversight Board, the

                                      -28-
<PAGE>

Commission and various other bodies. A change in those policies could have a
significant effect on our reported results and may affect our reporting of
transactions completed before a change is announced.

      For example, we plan to use stock options and other long-term equity
incentives as a fundamental component of our employee compensation packages. We
believe that stock options and other long-term equity incentives directly
motivate our employees to maximize long-term stockholder value and, through the
use of vesting, encourage employees to remain with our company. Several
regulatory agencies and entities are considering regulatory changes that could
make it more difficult or expensive for us to grant stock options to employees.
For example, the Financial Accounting Standards Board has announced that it will
propose changes to GAAP that, if implemented, would require us to record a
charge to earnings for employee stock option grants. We may, as a result of
these changes, incur increased compensation costs, change our equity
compensation strategy or find it difficult to attract, retain and motivate
employees, each of which could materially and adversely affect our business,
operating results and financial condition.

      OUR PRINCIPAL SHAREHOLDERS HAVE THE ABILITY TO CONTROL US AND THEIR
INTERESTS MAY, AT TIMES, CONFLICT WITH THE INTERESTS OF OUR OTHER SHAREHOLDERS.

      Through ownership in various corporate subsidiaries, Yih Hann Lian, our
chief executive officer and co-chairman of the Board, and Antony Ren Haw Ip, our
president and co-chairman of the board, together indirectly own approximately
66.88% of our outstanding common stock. These shareholders have the ability to
appoint new management and to control the outcome of matters submitted to a vote
of the holders of our common stock. These shareholders and their affiliates
control the election of members of our board. The interests of these equity
holders may at times conflict with the interests of our other shareholders.

II.   RISKS RELATING TO OUR INDUSTRY

      THE MARKET FOR MOBILE PHONE GAMES IS SUBJECT TO RAPIDLY CHANGING CUSTOMER
APPEAL, AND WE MAY NOT BE SUCCESSFUL IN DEVELOPING OR LICENSING GAMES THAT
APPEAL TO OUR CUSTOMERS.

      In order to attain profitability and financial and operational success, we
must continually license or develop new mobile handheld games that are
attractive to end-users and replace our existing games as they reach the end of
their useful economic lives, which we believe is an average of three to six
months for each market, depending on popularity. Our ability to license
successful and popular content for use in developing our mobile games will
depend on availability at an acceptable cost, our ability to compete effectively
to attract the licensors of these games, and, if necessary, our ability to
obtain government approvals required for licensing and operating such games.
Moreover, the success of our internally developed games will largely depend on
our ability to anticipate and effectively respond to changing consumer tastes
and preferences. In addition, internal game development requires substantial
initial investment prior to the commercial launch of the games as well as a
significant commitment of future resources. There can

                                      -29-
<PAGE>

be no assurance that the mobile games that we develop or license will be
attractive to end-users, will be viewed by the regulatory authorities as
complying with content restrictions, will be launched in a timely manner or will
be able to compete with games operated by its competitors. If we are not able to
consistently license or control the branded traditional online games with
continuing appeal to end-users or control the costs of such licenses, we may
never become profitable and our growth prospects would decline.

      THE MARKET FOR MOBILE GAMES CHANGES RAPIDLY AND WE MAY NOT BE SUCCESSFUL
IN WORKING WITH NEW TECHNOLOGY STANDARDS.

      The market for games on mobile phones is subject to rapid and significant
change in technology. New technological developments which may have an impact on
database architecture, internet enabling technologies and other aspects of our
operations are expected to continue at a rapid pace. It is difficult to predict
the effect of the emerging and future technological changes and inventions on
the viability or competitiveness of our products and services. We must respond
to these changes by enhancing our existing products and developing new products
in a timely manner to meet or place ourselves ahead of the technological
advances in the market. In addition, we may need to form alliances with new
technological partners to enable us to adopt and modify development methods,
processes and programs in response to new technologies and industry standards.
There can be no assurance that we can respond effectively and such failure to
rapidly respond to technological advances and new industry standards could have
a material and adverse impact to our operations.

      THE MARKET FOR MOBILE PHONE GAMES IS HIGHLY COMPETITIVE AND WE MAY BE
UNABLE TO COMPETE SUCCESSFULLY AGAINST NEW ENTRANTS AND INDUSTRY COMPETITORS,
SOME OF WHICH HAVE GREATER FINANCIAL RESOURCES THAN WE DO OR CURRENTLY ENJOY A
SUPERIOR MARKET POSITION THAN WE DO.

      We face intense competition from both local and overseas competitors with
respect to our mobile games. We are currently focused on Japan but intend to
expand into international markets including certain markets in Europe, China and
the United States, which expansion requires us to compete with other game
developers and distributors in such countries and regions.

      In addition, if our competitors adapt more quickly to technological
advances, develop new products and services in a more cost effective manner
and/or take a more aggressive pricing strategy, our revenues may be adversely
affected. A number of our current and potential future competitors have greater
financial and other resources than we have, and may be able to more quickly meet
changing consumer demands. Increased competition could result in reduced demand
for our games, loss of market shares, and lower profit margins.

      WIRELESS COMMUNICATIONS AND MOBILE PHONE TECHNOLOGY IS CHANGING RAPIDLY,
AND WE MAY NOT BE SUCCESSFUL IN WORKING WITH THESE NEW TECHNOLOGIES.

      Wireless network and mobile phone technologies are undergoing rapid
innovation. New mobile phones with more advanced processors and supporting
advanced programming languages continue to be introduced in the market. We have
no control

                                     - 30 -
<PAGE>

over the demand for, or success of, these products. However, if we fail to
anticipate and adapt to these and other technological changes, our market share
and our operating results may suffer. Our future success will depend on our
ability to adapt to rapidly changing technologies, develop applications to
accommodate evolving industry standards and improve the performance and
reliability of our applications. In addition, the widespread adoption of
networking or telecommunications technologies or other technological changes
could require substantial expenditures to modify or adapt our entertainment
applications.

      The markets for our applications are also characterized by frequent new
mobile phone model introductions and shortening mobile life cycles of phone
model. The development of new, technologically advanced applications to match
the advancements in mobile phone technology is a complex process requiring
significant research and development expense, as well as the accurate
anticipation of technological and market trends. As the life cycle of mobile
phone models and other wireless devices shortens, we will be required to develop
and adapt our existing applications and create new applications more quickly.
These efforts may not be successful. Any failure or delay in anticipating
technological advances or developing and marketing new applications that respond
to any significant change in technology or customer demand could limit the
available channels for our applications and limit or reduce our sales.

      IF WIRELESS SUBSCRIBERS DO NOT CONTINUE TO USE THEIR MOBILE PHONES TO
ACCESS ENTERTAINMENT APPLICATIONS, OUR BUSINESS MAY BE ADVERSELY AFFECTED.

      We operate in a developing industry. Our success depends on growth in the
number of wireless subscribers who use their mobile phones to access data
services and, in particular, entertainment applications. If this market does not
continue to grow or we are unable to acquire new customers, our business growth
and future revenues could be limited.

      The popularity of wireless applications is dependent on the availability
and market penetration of mobile handsets enabled with advanced technologies
such as Java and BREW, the availability and sustainable adoption of which is
beyond our control.

      Our customers must have a mobile phone with multimedia capabilities
enabled by technologies such as Java and BREW to download and use our
applications. Currently, in markets outside of Japan, only a limited number of
wireless subscribers have these mobile phones. Handsets enabled with advanced
technologies, such as Java and BREW, may be significantly more expensive than
handsets without such technologies. As such, we cannot be certain whether
existing wireless subscribers will be willing to purchase mobile phones with
these technologies. If one or more of these technologies, such as Java or BREW,
falls out of favor with mobile phone manufacturers and wireless carriers or
fails to gain widespread market acceptance among wireless subscribers, the sales
of our applications could suffer.

                                     -31-

<PAGE>

      The complexity and incompatibilities among next-generation mobile phones
and wireless technologies may require us to use additional resources for the
development of our applications.

      To reach large numbers of wireless subscribers, wireless entertainment
publishers like ourselves must support numerous mobile phone models and
technologies. However, keeping pace with the rapid innovation of mobile phone
technologies together with the continuous introduction of new, and often
incompatible, mobile phone models by wireless carriers requires us to make
significant investments in research and development, including personnel,
technologies and equipment. In the future, we may be required to make
substantial, additional investments in our development if the number of
different types of mobile phone models continues to proliferate.

      Next-generation mobile phones may significantly reduce or eliminate the
wireless carriers' control over delivery of our applications, and force us to
further rely on alternative sales channels which, if not successful, could
require us to significantly increase our sales and marketing expenses.

      ACTUAL OR PERCEIVED SECURITY VULNERABILITIES IN MOBILE PHONES COULD
ADVERSELY AFFECT OUR REVENUES.

      Maintaining the security of mobile phones and wireless networks is
critical for our business. There are individuals and groups who develop and
deploy viruses, worms and other malicious software programs that may attack
wireless networks and mobile phones. Recently, security experts identified what
appears to be the first computer "worm" program targeted specifically at mobile
phones. The worm, entitled "Cabir," targets mobile phones running the Symbian
operating system. While the "Cabir" worm has not been widely released and
presents little immediate risk to our business, we believe future threats could
lead some customers to seek to return our applications, reduce or delay future
purchases or reduce or delay the use of their mobile phones. Wireless carriers
and mobile phone manufacturers may also increase their expenditures on
protecting their wireless networks and mobile phone products from attack, which
could delay adoption of new mobile phone models. Any of these activities could
adversely affect our revenues.

      CHANGES IN GOVERNMENT REGULATION OF THE MEDIA AND WIRELESS COMMUNICATIONS
INDUSTRIES MAY ADVERSELY AFFECT OUR BUSINESS.

      It is possible that a number of laws and regulations may be adopted in
Japan and elsewhere which could restrict the media and wireless communications
industries, including customer privacy, taxation, content suitability,
copyright, distribution and antitrust. Furthermore, the growth and development
of the market for electronic commerce may prompt calls for more stringent
consumer protection laws that may impose additional burdens on companies such as
ours conducting business through wireless carriers. We anticipate that,
especially outside of Japan, regulation of our industry will increase and we
will be required to devote legal and other resources to addressing such
regulation. Changes in current laws or regulations or the imposition of

                                     -32-

<PAGE>

new laws and regulations in Japan or elsewhere regarding the media and wireless
communications industries may lessen the growth of wireless communications
services and may materially reduce our ability to increase or maintain sales of
our applications.

      A DECLINE IN, OR LIMITATION ON, THE USE OF MOBILE PHONES WOULD NEGATIVELY
IMPACT OUR BUSINESS.

      A number of public and private entities have begun to restrict the use of
mobile phones on their premises. For example, many places of worship,
restaurants, hospitals, medical offices, libraries, museums, concert halls and
other private and public businesses restrict the use of mobile phones due to
privacy concerns, the inconvenience caused by mobile phone users to other
patrons and the disruption mobile phones may cause to other electronic equipment
at these locations.

      Legislation has also been proposed in certain countries, such as the
United States, aimed at restricting or prohibiting the use of mobile phones
while driving motor vehicles. These laws and other potential laws prohibiting or
restricting the use of mobile phones could reduce demand for mobile phones
generally and, accordingly, the demand for our applications, which could reduce
our ability to increase or maintain sales of our applications.

      A number of studies have examined the health effects of mobile phone use
and the results of some of the studies have been interpreted as evidence that
mobile phone use causes adverse health effects. The establishment of a link
between the use of mobile phone services and health problems, and any media
reports suggesting such a link, could reduce demand for mobile phones and,
accordingly, the demand for our applications.

      OUR BUSINESS DEPENDS ON THE GROWTH AND MAINTENANCE OF WIRELESS
COMMUNICATIONS INFRASTRUCTURE.

      Our success will depend on the continued growth and maintenance of
wireless communications infrastructure in Japan and around the world. This
includes deployment and maintenance of reliable next-generation digital networks
with the necessary speed, data capacity and security for providing reliable
wireless communications services. Wireless communications infrastructure may be
unable to support the demands placed on it if the number of customers continues
to increase, or if existing or future customers increase their bandwidth
requirements. In addition, viruses, worms and similar break-ins and disruptions
from illicit code or unauthorized tampering may harm the performance of wireless
communications. If a well-publicized breach of security were to occur, general
mobile phone usage could decline, which could reduce the demand for and use of
our applications. Wireless communications experience a variety of outages and
other delays as a result of infrastructure and equipment failures, and could
face outages and delays in the future. These outages and delays could reduce the
level of wireless communications usage as well as our ability to distribute our
applications successfully.

III.  RISKS RELATING TO OUR STOCK

      THE MARKET FOR OUR COMMON STOCK IS LIMITED.

                                     -33-

<PAGE>

      Our common stock is currently quoted on the over-the-counter Bulletin
Board; however virtually no trades occurred in the last fiscal year. As a
result, an investor may find it difficult to dispose of, or to obtain accurate
quotations as to the price of our securities.

      IF A TRADING MARKET FOR OUR COMMON STOCK EVENTUALLY DEVELOPS, THE PRICE OF
OUR COMMON STOCK COULD BE HIGHLY VOLATILE.

      Stock prices for many technology companies fluctuate widely for reasons
which may be unrelated to operating performance or new product or service
announcements. Broad market fluctuations, earnings and other announcements of
other companies, general economic conditions or other matters unrelated to U.S.
and outside our control also could affect the market price of our common stock.

      WE DO NOT INTEND TO DECLARE ANY DIVIDENDS IN THE FORESEEABLE FUTURE.

      We have not reached profitability and do not anticipate paying cash
dividends on common stock in the foreseeable future.

      OUR COMMON STOCK MAY BE CONSIDERED "PENNY STOCK" AND SUBJECT TO ADDITIONAL
U.S. SECURITIES REGULATIONS.

      Trading of our common stock has not yet developed trading volume. Although
our common stock is quoted on the over-the-counter Bulletin Board, virtually no
trades occurred in fiscal year 2004 and it is therefore difficult to determine
the market value of our common stock. The regulations of the Commission
promulgated under the Exchange Act require additional disclosure relating to the
market for penny stocks in connection with trades in any stock defined as a
penny stock. Commission regulations generally define a penny stock to be an
equity that has a market price of less than $5.00 per share, subject to certain
exceptions. Unless an exception is available, those regulations require the
delivery, prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock market and the risks associated therewith
and impose various sales practice requirements on broker-dealers who sell penny
stocks to persons other than established customers and accredited investors
(generally institutions). In addition, the broker-dealer must provide the
customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer's account. Moreover, broker-dealers who recommend such securities
to persons other than established customers and accredited investors must make a
special written suitability determination for the purchaser and receive the
purchaser's written agreement to transactions prior to sale. If our common stock
is traded at $5.00 or less per share and is therefore considered penny stock,
regulations on penny stocks could limit the ability of broker-dealers to sell
our securities and thus the ability of purchasers of our securities to sell
their securities in the secondary market.

                                     -34-

<PAGE>

ITEM 7. FINANCIAL STATEMENTS.

      The information in response to this item is set forth in the Consolidated
Financial Statements beginning on page F-1 of this Annual Report on Form 10-KSB.

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

      As disclosed in our Current Report Form 8-K filed with the Commission on
August 16, 2004, we received notice that as of August 12, 2004, Mr. Michael F.
Cronin, CPA resigned as the independent auditor of the Company for reasons
unrelated to any disagreements with the Company on matters of accounting
principles, financial statement disclosure or auditing scope or procedure.
During the fiscal years ended December 31, 2003 and 2002, none of Mr. Cronin's
reports on our consolidated financial statements contained an adverse opinion or
disclaimer of opinion, nor were such reports qualified or modified as to
uncertainty, audit scope or accounting principles.

      In connection with Mr. Cronin's audits for the fiscal years ended December
31, 2003 and 2002 and the subsequent interim through August 12, 2004, there have
been (i) no disagreements with Mr. Cronin on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which disagreements if not resolved to the satisfaction of Mr. Cronin would have
caused him to make reference thereto in their report on our consolidated
financial statements for such years; and (ii) no reportable events as defined in
Item 304(a)(1)(v) of Regulation S-K.

      As disclosed in our Current Report Form 8-K filed with the Commission on
October 29, 2004, and as later amended and filed on we dismissed Chisholm,
Bierwolf & Nilson, LLC ("CBN") on October 28, 2004 as the Company's independent
auditor, effective as of October 25, 2004. The reasons for CBN's dismissal were
not related to any disagreements between the Company and CBN on matters of
accounting principles, financial statement disclosure or auditing scope or
procedure. During the fiscal years ended December 31, 2003 and 2002, none of
CBN's reports on our consolidated financial statements contained an adverse
opinion or disclaimer of opinion, nor were such reports qualified or modified as
to uncertainty, audit scope or accounting principles, except that their reports
for the past two fiscal years each contained an explanatory paragraph regarding
the substantial doubt about our ability to continue as a going concern.

      In connection with CBN's audits for the fiscal years ended December 31,
2003 and 2002 and the subsequent interim through November 18, 2004, there have
been (i) no disagreements with CBN on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of CBN would have caused them
to make reference thereto in their report on our consolidated financial
statements for such years; and (ii) no reportable events as defined in Item
304(a)(1)(v) of Regulation S-K.

      As disclosed in our Current Report Form 8-K filed with the Commission on
August 16, 2004, we appointed BDO McCabe Lo & Company ("BDO") as our independent
auditors on August 12, 2004. The change of independent auditors was formally
approved and confirmed by our Board of Directors on October 25, 2004. BDO

                                     -35-

<PAGE>

had previously served as auditors for Kesrich and provided audited balance
sheets for Kesrich as of December 31, 2003 and 2002, and the related statements
of operations, stockholders' deficit and cash flows for the year ended December
31, 2003, the period from April 6, 2001 to December 31, 2002 and the period from
April 6, 2001 to December 31, 2003.

ITEM 8A. CONTROLS AND PROCEDURES.

      As of the end of the period covered by this report, we conducted an
evaluation, under the supervision and with the participation of our principal
executive officer and principal financial officer, of the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of the
Exchange Act). Based on this evaluation, our principal executive officer and
principal financial officer concluded that our disclosure controls and
procedures are effective to ensure that information required to be disclosed by
us in reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission rules and forms. It should be noted that the
design of any system of controls is based in part upon certain assumptions about
the likelihood of future events, and there can be no assurance that any design
will succeed in achieving its stated goals under all potential future
conditions, regardless of how remote.

      There was no change in our internal control over financial reporting
during our most recently completed fiscal quarter that has materially affected,
or is reasonably likely to materially affect, our internal controls over
financial reporting.

ITEM 8B. OTHER INFORMATION

      On March 21, 2005, we, through our holding subsidiary BBMF Group,
purchased a 26.7% interest in a project to salvage an Asian sunken ship off the
Indonesian Sea, a copy of which agreement is attached as an exhibit to this
Annual Report on Form 10-KSB. The cost of such investment was 20 million
Japanese Yen (or approximately US$192,300). The project was sponsored and
organized by a director of Atlus, which company is a significant shareholder and
an entity with whom we have entered into several transactions, as more fully
described in Item 12 herein.

                                    PART III

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

DIRECTORS AND EXECUTIVE OFFICERS

      The following table sets forth certain information regarding our directors
and executive officers as of March 7, 2005:

<TABLE>
<CAPTION>
     Name               Age      Position(s)
---------------------   ---      -----------
<S>                     <C>      <C>
Antony Ren Haw Ip        27      Co-Chairman of the Board, President

Yih Hann Lian            35      Co-Chairman of the Board, Chief Executive Officer
</TABLE>

                                     -36-

<PAGE>

<TABLE>
<S>                      <C>     <C>
Anny Hairong Lian        35      Chief Financial Officer, Company Secretary

Michael Tiam Chai Wan    43      Treasurer
</TABLE>

      Each of our directors are appointed for one year terms and will hold
office as director until the next election by the stockholders at our annual
meeting or until removed from office in accordance with our bylaws. Set forth
below is a brief summary of the recent business experience and background of
each of our directors and executive officers.

ANTONY REN HAW IP, PRESIDENT AND CO-CHAIRMAN OF THE BOARD

      Mr. Ip, aged 27, is a co-founder of the company. He has been our
co-chairman of the Board, president and a director since April 2004. Mr. Ip is
primarily responsible for our overall corporate strategies and operations.

      Mr. Ip is one of the youngest technology entrepreneurs in Asia and
established his first company, Outblaze, in 1998 at the age of 19.

      Mr. Ip joined Chinadotcom in January 1996 as one of its first six
employees and at the infancy of the Internet industry in Asia. From 1996 to the
spring of 1998, Mr. Ip helped Chinadotcom to develop during its start up phase.
From the spring of 1998 to May 1999, Mr. Ip co-founded and operated Outblaze, an
outsourced email company. Outblaze became one of the first celebrity internet
company in Asia and one of the first startups to raise institutional funding
when it raised its first round in spring of 1999, announcing the start of the
technology boom in Asia.

      In May 1999, Mr. Ip left Outblaze to co-found the China portal, Myrice,
where he served as the company's chief executive officer. Mr. Ip led its
strategic direction in acquiring undervalued assets of vertically focused web
sites, which direction helped the company to be the 6th largest web sites in
China at the time of its acquisition by LycosAsia in 2001 for over $12 million
in cash.

YIH HANN LIAN, CHIEF EXECUTIVE OFFICER AND CO-CHAIRMAN OF THE BOARD.

      Mr. Lian, aged 35, is a co-founder of the company. He has been our
co-chairman of the Board and chief executive officer since April 2004. Mr. Lian
is primarily responsible for the execution of our business model and all major
strategic deals. He is also responsible for the overall development, sales and
marketing of our products.

      In 2000, Mr. Lian founded wireless infrastructure company, Inphomatch
Asia, which company was subsequently acquired by Hycomm Wireless, a Hong
Kong-listed subsidiary of China Telecom, for US$3 million in January 2002.
Inphomatch Asia enabled inter-carrier short messenger service, or "SMS," and was
the Asian subsidiary of Inphomatch USA, a company backed by Draper Fisher
Jurvetson. Mr. Lian was also an early round investor in Inphomatch USA.
Inphomatch USA raised US$13.5 million in March 2004 and was subsequently merged
with Mobileway in August 2004.

      Prior to founding Inphomatch, Mr. Lian was an investment manager at Jafco
Asia and was responsible for private equity investments with a specific target
market in the Greater China region. Mr. Lian holds a bachelor's degree in
economics from University

                                     -37-

<PAGE>

of Pennsylvania. Mr. Lian is fluent in five languages: Japanese, English,
Cantonese Chinese, Mandarin Chinese and Fujianese.

ANNY HAIRONG LIAN, CHIEF FINANCIAL OFFICER AND COMPANY SECRETARY

      Ms. Lian, aged 35, has been our chief financial officer and company
secretary since April 2004. Ms. Lian is responsible for the overall financial
reporting and control functions, administrative functions, capital planning and
allocation, as well as implementation of the our policies in relation to our
daily operation and management.

      Ms. Lian has over 10 years of experience in the fields of investment
banking and project finance. Prior to joining us in 2004, Ms. Lian held
corporate finance and advisory positions at Standard Chartered Bank from July
2002 to March 2004. From 1999 to 2002, Ms. Lian also held various positions at
the investment banking division of JP Morgan Securities. From 1995 to 1999, Ms.
Lian was employed by Bechtel Enterprises and was involved in project finance and
project development activities. Ms. Lian holds an M.B.A. degree from Dominican
University in California and a bachelor's degree in economics from University of
International Business and Economics in Beijing, the PRC.

MICHAEL TIAM CHAI WAN, TREASURER

      Mr. Wan, aged 43, has been our treasurer since April 2004 and is
responsible for our corporate finance related activities. Mr. Wan has 20 years
of experience in the finance and banking industries. Mr. Wan served as managing
director for Bayerische Hypo-Und Vereinsbank AG from 2002 to 2003 and head of
global corporate/technology for ABN AMRO from 1999 to 2002. From 1984 to 1999,
Mr. Wan held various senior positions at numerous financial institutions
including deputy general manager for Tokai Bank, head of Southeast Asia for
Bankers Trust, and director for Citicorp Investment Bank as well as positions in
Standard Chartered Bank, BNP and KPMG. Mr. Wan holds a bachelor's degree in
business administration from the National University of Singapore.

      Mr. Wan is Mr. Lian's brother in law. Other than as disclosed, there are
no family relationships among the directors and executive officers of BBMF
Corporation.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

      Section 16(a) of the Exchange Act requires our executive officers,
directors and holders of more than 10% of our common stock to file reports of
ownership and changes in ownership with the Commission. Such persons are
required to furnish us with copies of all Section 16(a) forms they file.

      During the 2004 fiscal year, each of Mr. Ip, Mr. Lian, and each of their
controlled subsidiaries through which Mr. Ip and Mr. Lian and hold 66.88% of the
company (Outer Space, Dorfield, Digital Heaven and New Light, as defined and
discussed in Item 12, below), failed to file their respective Form 5 - Annual
Statement of Beneficial Ownership of Securities in a timely fashion. It is our
understanding that each of the above referenced persons will file a Form 5 in
March of 2005.

      During the 2004 fiscal year, each of Ms. Lian and Mr. Wan failed to file
their respective Form 3 - Initial Statement of Beneficial Ownership of
Securities; and Form 5 -

                                     -38-

<PAGE>

Annual Statement of Beneficial Ownership in a timely fashion. It is our
understanding that each of the above referenced persons will file their Form 3s
and Form 5s in March of 2005.

COMMITTEES OF THE BOARD OF DIRECTORS.

      Under the rules of the over-the-counter Bulletin Board, our Board of
Directors is not required to maintain a separately designated standing audit
committee. As such, pursuant to section 3(a)(58)(B) of the Exchange Act, our
entire Board of Directors acts as our audit committee.

      The Company presently does not have a separately designated compensation
committee, nominating committee, executive committee, stock plan committee, or
any other committees.

AUDIT COMMITTEE FINANCIAL EXPERT

      Our Board of Directors has determined that none of its members qualifies
as an "audit committee financial expert", as defined under Item 401(e) of
Regulation S-B. We believe the cost related to retaining a financial expert at
this time is prohibitive. Further, because of our early stages of development,
we believe the services of a financial expert are not warranted.

CODE OF ETHICS

      We have adopted a written code of ethics applicable to our officers and
directors which is a "code of ethics," as defined by the applicable rules of the
Commission. A copy of our Code of Ethics is attached as an exhibit to this
Annual Report on Form 10-KSB. We do not currently maintain a corporate Internet
website. We will provide a copy of our code of ethics to any person without
charge upon written request addressed to Wendy Li.

ITEM 10. EXECUTIVE COMPENSATION

      The following summary compensation table sets forth compensation for all
of our executive officers. None of our executive officers earned more than
US$100,000 during our most recently completed fiscal year. No other compensation
was paid to any such named executive officers, other than the compensation set
forth below.

                                     -39-

<PAGE>

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                       Annual Compensation
                                                    -------------------------
                                      Fiscal                                      Other Annual          All Other
Name and Principal Position           Year          Salary ($)      Bonus ($)    Compensation ($)     Compensation ($)
--------------------------------      ------        ----------      ---------    ----------------     ----------------
<S>                                   <C>           <C>             <C>          <C>                  <C>
Antony Ren Haw Ip
Co-Chairman and President             2004               0              0               0                     0

Yih Hann Lian
Co- Chairman and Chief Executive
Officer                               2004               0              0               0                13,699(3)

Anny Hairong Lian
Chief Financial Officer and
Company Secretary                     2004           9,000(1)           0               0                 3,000(2)

Michael Tiam Chai Wan
Treasurer                             2004           9,000(1)           0               0                     0
</TABLE>

(1)   Reflects pro-rated amounts as Ms. Lian and Mr. Wan each joined us in April
      2004. Ms. Lian and Mr. Wan each receives a salary of US$12,000 per year.

(2)   Reflects pro-rated amounts as Ms. Lian began her apartment rental in
      October 2004. Ms. Lian receives a housing allowance of US$1,000 per month.

(3)   Reflects pro-rated amounts as Mr. Lian began his apartment rental in June
      2004. Mr. Lian receives a housing allowance of US$1,957 per month.

COMPENSATION OF DIRECTORS

      Directors are not compensated for their services as directors. We do not
have any standard arrangement for compensation of our directors for any services
provided as director, including services for committee participation or for
special assignments.

EMPLOYMENT CONTRACTS

      None of our executive officers or directors have entered into written
employment contracts with us.

COMPENSATION PLANS AND OTHER ARRANGEMENTS

2004 STOCK OPTION PLAN

      BBMF's Stock Option Plan (the "2004 Plan") was approved by our directors
in September 2004. A total of 2,400,000 shares of our common stock are reserved
for issuance under the 2004 Plan. As of March 7, 2005, no options were granted
pursuant to the 2004 Plan, although the Board of Directors has authorized
788,780 shares, at an exercise price of $1.87 to be granted to certain
employees, following approval of the 2004 Plan by our shareholders. The 2004
Plan provides for grants of both incentive and non-statutory stock options to
our employees and/or consultants. The 2004 Plan is administered by our Board of
Directors. The 2004 Plan will terminate on September 2014, unless terminated
earlier by our Board of Directors.

                                     -40-
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

      Based upon information available to us, the following table sets forth
certain information regarding beneficial ownership of our common stock as of
March 16, 2005, by (i) each of our directors, (ii) each of the executive
officers identified in the Summary Compensation Table, (iii) all directors and
executive officers as a group and (iv) each person known to us to beneficially
own more than five percent of our common stock. Except as otherwise indicated,
the persons named in the table have sole voting and investment power with
respect to all shares beneficially owned, subject to community property laws,
where applicable.

<TABLE>
<CAPTION>
                                                          SHARES OF COMMON STOCK
      NAME AND ADDRESS OF BENEFICIAL OWNER                  BENEFICIALLY OWNED         PERCENT OF CLASS
-----------------------------------------------           ----------------------       ----------------
<S>                                                       <C>                          <C>
Antony Ren Haw Ip (1)                                            7,669,656                  33.44%
Flat B , 5/F., 9A Kennedy Road, Hong Kong

Yih Hann Lian (2)                                                7,669,656                  33.44%
#401 Minami Aoyama Mirum
Minami Aoyama 4-26-16
Minato-ku, Tokyo, Japan

Anny Hairong Lian (3)                                              117,146                   0.51%
#28 Create Sakuragaoka
13-9 Sakuragaoka
Shibuya-ku, Tokyo 150-0031, Japan

Michael Tiam Chai Wan (4)                                          260,328                   1.13%
201 Tanjong Rhu Road
#03-04 Singapore 436917

BBMF Inc.                                                       20,000,000                  87.20%
4302 China Resources Building
26 Harbour Road
Wan Chai, Hong Kong

Atlus Co. Ltd.                                                   2,100,000                  9.16%
4-8 Kagurazaka
Shinjuku-ku
Tokyo, Japan

All executive officers and directors as a group                 15,716,786                  68.52%
(4 persons) (5)
</TABLE>

----------
(1)   Reported number of shares is approximate due to indirect holdings. Outer
      Space Investment Limited, Dorfield Investment Limited and Danroad
      Technology Ventures Inc. own approximately 19.73%, 14.02% and 4.42% of the
      outstanding and issued shares of BBMF Inc., respectively. Mr. Ip is the
      100% beneficial owner of each of Outer Space Investment Limited, Dorfield

                                      -41-

<PAGE>

      Investments Limited and Danroad Technology Ventures Inc. and thereby
      beneficially and indirectly owns 33.44% of our issued and outstanding
      common stock.

(2)   New Light Trading Limited and Digital Heaven Group Limited own
      approximately 19.73% and 18.44% of the outstanding and issued shares in
      BBMF Inc., respectively. Mr. Lian is the 100% beneficial owner of both New
      Light Trading Limited and Digital Heaven Group Limited and thereby
      beneficially and indirectly owns 33.44% of our issued and outstanding
      common stock.

(3)   Ms. Lian owns approximately 0.58% of the outstanding and issued shares of
      BBMF Inc., and thereby beneficially and indirectly owns 0.51% of our
      issued and outstanding common stock.

(4)   Mr. Wan owns approximately 1.30% of the outstanding and issued shares of
      BBMF Inc., and thereby beneficially and indirectly owns 1.13% of our
      issued and outstanding common stock.

(5)   Includes 33.44% of the common stock owned by each of Mr. Ip and Mr. Lian,
      0.51% of the common stock owned by Ms. Lian and 1.13% of the common stock
      owned by Mr. Wan.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

BBMF INC.

      BBMF Inc., a British Virgin Islands company ("BBMF Inc."), is our
principal shareholder, holding 20,000,000 shares or approximately 87.20% of our
outstanding common stock as of March 16, 2005. Approximately 76.34% of BBMF Inc.
is held by five other private companies: Outer Space Investment Limited, a
British Virgin Islands company ("Outer Space"); Dorfield Investments Limited, a
British Virgin Islands company ("Dorfield"); Danroad Technology Ventures Inc
("Danroad"); Digital Heaven Group Limited, a British Virgin Islands company
("Digital Heaven"); and New Light Trading Limited, a British Virgin Islands
company ("New Light"). Mr. Ip, our president and co-chairman of the board is the
beneficial owner of 100% of each of Outer Space, Dorfield and Danroad. Mr. Lian,
our chief executive officer and co-chairman of the Board is the beneficial owner
of 100% of each of New Light and Digital Heaven.

      On November 10, 2004, BBMF Inc. cancelled debt in the principal amount of
US$3,533,212 owed that we, BBMF Corporation, owed to BBMF Inc. Our primary
shareholder, BBMF Inc., agreed to forgive the unsecured, non-interest bearing
loan in order to improve our financial situation and to increase our liquidity.

ATLUS CO. LTD.

      As of March 16, 2005, Atlus held 2,100,000 of our common shares, or
approximately 9.16% of our outstanding common shares. Atlus became a significant
shareholder of the Company by participating in two private placements, both of
which were reported in our Current Reports on Form 8-K filed with the Commission
on July 15, 2004 and September 28, 2004, respectively:

      On July 9, 2004, Atlus purchased 500,000 shares of our common stock at
US$2.20 per share in a private placement, which shares were restricted and
subject to a one-year lock-up period.

                                      -42-

<PAGE>

      On September 27, 2004, Atlus purchased 1,600,000 shares of our common
stock at US$3.50 per share in a private placement, which shares were restricted
and subject to a one-year lock-up period.

      On September 30, 2004, pursuant to a Mobile Business Sales and License
Agreement dated September 27, 2004 with Atlus, we purchased Atlus' mobile
distribution business at an aggregate purchase price of 300,000,000 Japanese
Yen. This event was also reported in our Current Report on Form 8-K filed with
the Commission on September 28, 2004.

      On March 21, 2005 we purchased a 26.7% interest in a project to salvage an
Asian sunken ship off the Indonesian Sea. The cost of such investment was 20
million Japanese Yen (or approximately US$192,300). The project was sponsored
and organized by a director of Atlus.

ITEM 13. EXHIBITS LIST.

EXHIBITS

      The exhibits required to be filed as part of this Annual Report on Form
10-KSB are listed in the Index to Exhibits appearing on page E-1 hereof.

                                      -43-

<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES.

      The aggregate fees billed by BDO McCabe & Lo for professional services
rendered for the audit of our annual financial statements for the years ended
December 31 2004, the review of the financial statements included in the our
quarterly report on Form 10-QSB for the quarter ended September 30, 2004 and the
review of the financial statements included in our quarterly report on Form
10-QSB for the quarterly period ended June 30, 2004 totaled $36,000, $6,000 and
$6,000, respectively.

AUDIT-RELATED FEES.

      No fees were billed by BDO McCabe & Lo for assurance and related services
that are reasonably related to the performance of the audit or review of our
financial statements, for the year ended December 31, 2004 and the quarterly
period ended September 30, 2004, and are not disclosed in the paragraph captions
"Audit Fees" above.

TAX FEES.

      No fees were billed by BDO McCabe & Lo for professional services rendered
for tax compliance, for the years ended year ended December 31, 2004, the
quarterly period ended September 30,2004 and for the Current Reports named in
the paragraph captioned "Audit Fees."

ALL OTHER FEES.

      No fees were billed by BDO McCabe & Lo for products and services, other
than the services described in the paragraph captioned "Audit Fees," above, for
the year ended December 31, 2004, the quarterly period ended September 30, 2004
and for the Current Reports named therein.

AUDIT COMMITTEE POLICIES AND PROCEDURES.

      Not applicable.

                                      -44-

<PAGE>

                                   SIGNATURES

Pursuant to the requirements 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.

                                           BBMF CORPORATION

Date: March 24, 2005                       By: /s/ Antony Ren Haw Ip
                                               --------------------------------
                                               Antony Ren Haw Ip
                                               President

Date: March 24, 2005                       By: /s/ Anny Lian
                                               --------------------------------
                                               Anny Lian
                                               Chief Financial Officer

                                      -45-

<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
and Stockholders of BMFF Corporation

We have audited the accompanying consolidated balance sheets of BBMF Corporation
as of December 31, 2004 and 2003, and the related consolidated statements of
operations, stockholders' equity and cash flows for the years ended December 31,
2004 and 2003. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits 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 BBMF
Corporation as of December 31, 2004 and 2003 and the results of its consolidated
operations and cash flows for the years ended December 31, 2004 and 2003, in
conformity with generally accepted accounting principles in the United States of
America.

/s/ BDO McCabe Lo & Company

BDO McCabe Lo & Company

Hong Kong
March 2, 2005

                                       F-1
<PAGE>

                                BBMF CORPORATION
                    (FORMERLY KNOWN AS ECHEX WORLDWIDE CORP.)

                           CONSOLIDATED BALANCE SHEETS

(Expressed in US Dollars)

<TABLE>
<CAPTION>
                                                                                      DECEMBER 31,            DECEMBER 31,
                                                                                         2004                    2003
                                                                                      ------------            ------------
<S>                                                                                   <C>                     <C>
ASSETS

Current assets
  Cash and cash equivalents                                                           $  5,938,137            $  1,333,385
  Accounts receivable                                                                      505,752                       -
  Deposits and prepayments (Note 4)                                                         41,671                   8,720
  Amount due from a director (Note 5)                                                       12,250                  24,045
                                                                                      ------------            ------------
  Total current assets                                                                $  6,497,810            $  1,366,150

Plant & equipment (Note 6)                                                                 301,686                  30,297
Intangible Assets (Note 7)                                                               2,578,918                       -
                                                                                      ------------            ------------
TOTAL ASSETS                                                                          $  9,378,414            $  1,396,447
                                                                                      ============            ============

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Accounts Payable                                                                      $    229,131            $          -
  Other payables and accrued expenses (Note 8)                                             152,959                  38,449
  Sales tax payable                                                                         26,453                       -
  Receipt in advance                                                                         2,040                       -
  Amount due to affiliated company (Note 5)                                                  6,912               1,878,927
  Amount due to a director (Note 6)                                                          2,782                  78,252
                                                                                      ------------            ------------
  Total current liabilities                                                           $    420,277            $  1,995,628
                                                                                      ------------            ------------
Commitment and Contingencies (Note 12)                                                           -                       -

STOCKHOLDERS' EQUITY (DEFICIT)
  Common stock, par value $0.001 per share;
    75,000,000 shares authorized; 22,682,883 and 20,268,668 shares
    issued and outstanding (Note 9)                                                   $     22,684            $     20,269
</TABLE>

                                      F-2

<PAGE>

<TABLE>
<S>                                                                                   <C>                     <C>
  Additional paid-in capital                                                            11,309,819                 (20,269)
  Accumulated losses                                                                    (2,374,366)               (599,181)
                                                                                      ------------            ------------
  Total stockholders' equity (deficit)                                                $  8,958,137            $   (599,181)
                                                                                      ------------            ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                  $  9,378,414            $  1,396,447
                                                                                      ============            ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-3

<PAGE>

                                BBMF CORPORATION
                    (FORMERLY KNOWN AS ECHEX WORLDWIDE CORP.)

                      CONSOLIDATED STATEMENTS OF OPERATIONS

(Expressed in US Dollars)

<TABLE>
<CAPTION>
                                                                     YEAR ENDED                        YEAR ENDED
                                                                 DECEMBER 31, 2004                  DECEMBER 31, 2003
                                                                 -----------------                  -----------------
<S>                                                              <C>                                <C>
Gross sales (Note 10)                                            $         591,329                  $               -
                                                                 -----------------                  -----------------
Sales tax                                                                  (26,453)
                                                                 -----------------                  -----------------
Cost of sales                                                             (716,883)                                 -
                                                                 -----------------                  -----------------
Gross loss                                                                (152,007)                                 -
                                                                 -----------------                  -----------------
Selling expenses                                                           (39,950)                                 -
General and administrative expenses                                     (1,584,047)                          (197,997)
                                                                 -----------------                  -----------------
Operating loss                                                          (1,776,004)                          (197,997)

Interest income                                                                819                                 34
                                                                 -----------------                  -----------------
LOSS BEFORE INCOME TAXES                                         $      (1,775,185)                          (197,963)

PROVISION FOR INCOME TAXES (NOTE 11)                                             -                                  -
                                                                 -----------------                  -----------------
NET LOSS                                                         $      (1,775,185)                 $        (197,963)
                                                                 =================                  =================
LOSS PER SHARE
  - BASIC AND DILUTED                                            $           (0.08)                 $           (0.01)
                                                                 =================                  =================
WEIGHTED AVERAGE COMMON SHARES
  OUTSTANDING - BASIC AND DILUTED                                       21,511,164                         20,268,668
                                                                 =================                  =================
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-4

<PAGE>

                                BBMF CORPORATION

(FORMERLY KNOWN AS ECHEX WORLDWIDE CORP.)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

(EXPRESSED IN US DOLLARS)

<TABLE>
<CAPTION>
                                                                                                                Total
                                                                                                             shareholders
                                           Number of                       Additional         Accumulated    (deficit) /
                                         shares issued       Amount      paid-in capital        losses          equity
<S>                                      <C>               <C>          <C>                   <C>            <C>
Balance at January 1, 2003                     268,668     $     269    $           (269)     $  (401,218)   $  (401,218)

Issuance of common stock to                 20,000,000        20,000             (20,000)
stockholders
Net loss for the year                                                                            (197,963)      (197,963)
Balance at December 31, 2003                20,268,668     $  20,269    $        (20,269)     $  (599,181)      (599,181)
Issuance of  common stock to                 2,414,215         2,415           7,796,876                -      7,799,291
stockholders
Capitalization of shareholders' loans                -             -           3,533,212                -      3,533,212
Net loss for the year                                -             -                   -       (1,775,185)    (1,775,185)
Balance, December 31, 2004                  22,682,883     $  22,684    $     11,309,819      $(2,374,366)   $ 8,958,137
</TABLE>

                                      F-5
<PAGE>

                                BBMF CORPORATION
                    (FORMERLY KNOWN AS ECHEX WORLDWIDE CORP.)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in US Dollars)

<TABLE>
<CAPTION>
                                                    YEAR ENDED     YEAR ENDED
                                                   DECEMBER 31,   DECEMBER 31,
                                                       2004           2003
<S>                                                <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                         $ (1,775,185)  $   (197,963)

    Adjustments to reconcile net loss
     to net cash used in operating activities
     Depreciation of equipment                          115,484         10,098
     Amortization of intangible assets                   66,127              -
     Changes in:

       Accounts receivable                             (505,752)             -
       Deposits and prepayments                         (32,951)        (8,720)
       Amount due from a director                        11,795        (24,045)
       Account payable                                  229,131              -
       Other payables and accrued expenses              114,510         37,231
       Other tax payable                                 26,453              -
       Receipt in advance                                 2,040              -

       Amount due to a director                         (75,470)        78,252
                                                   ------------   ------------

                                                   $ (1,823,818)  $   (105,147)
NET CASH PROVIDED BY OPERATING ACTIVITIES

CASH FLOWS FROM INVESTING ACTIVITIES

  Acquisition of equipment                             (329,215)       (40,395)
  Acquisition in Japan of distribution assets        (2,702,703)             -
                                                   ------------   ------------
NET CASH USED IN INVESTING ACTIVITIES              $ (3,031,918)  $    (40,395)

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of common stock, net         7,799,291              -

  Advances from affiliated company                    1,661,197      1,478,927

NET CASH PROVIDED BY FINANCING ACTIVITIES          $  9,460,488   $  1,478,927
                                                   ------------   ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS          $  4,604,752   $  1,333,385
</TABLE>

                                       F-6
<PAGE>

<TABLE>
<S>                                                <C>            <C>
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR        1,333,385              -
                                                   ------------   ------------
CASH AND CASH EQUIVALENTS AT END OF YEAR           $  5,938,137   $  1,333,385
                                                   ============   ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

  Debts waived from beneficiary owners             $  3,533,212              -
                                                   ============   ============
</TABLE>

                                      F-7

<PAGE>

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

BBMF Corporation (the "Company"), formerly known as eChex Worldwide Corp., was
incorporated in the State of Nevada on June 10, 1992 under the corporate name of
Second Investors Group, Inc. On June 19, 1998, Second Investors Group, Inc.
changed its corporate name to Progressive Environmental Recovery Corporation. On
March 5, 1999, Progressive Environmental Recovery Corporation changed its
corporate name to Worldwide Wireless Networks Inc., which subsequently changed
its corporate name to eChex Worldwide Corp. ("ECWC"). ECWC was inactive prior to
April 1, 2004.

BBMF Group Inc. ("BBMF Group") was incorporated in the British Virgin Islands on
January 27, 2004 as a limited liability company. BBMF Group is the 100% holding
company of Kesrich (Hong Kong) Limited ("Kesrich") and itself does not conduct
any operations nor have any material assets and liabilities.

BBMF Group was previously owned 100% by Mr. Antony Ip Ren Haw and Mr. Lian Yih
Hann. Pursuant to a board resolution dated February 25, 2004, BBMF Inc., a
British Virgin Islands company ("BBMF Inc.") subscribed for 98 newly issued
shares of BBMF Group for consideration of US$3,300,000 in cash. BBMF Group also
purchased the two then outstanding shares of BBMF Group held by Messrs. Ip and
Lian in exchange for the aggregate consideration of US$2.00.

Kesrich, was primarily engaged in the development and distribution of games and
other software applications for use on mobile phones. We focus on Java-based
games for mobile phones and handsets, and provide games on various platforms. We
also have the capability to develop and distribute wallpaper and ringtones for
use on mobile phones. Sales proceeds from mobile games constitutes majority of
the Company's revenues.

On April 1, 2004, BBMF Group, BBMF Inc. and other parties named therein entered
into an Agreement and Plan of Reorganization with ECWC (the "Agreement").
Pursuant to the Agreement, ECWC issued to BBMF Inc. 20,000,000 newly issued
shares of the common stock of the Company in exchange of 100% of the 100 issued
and outstanding ordinary shares of BBMF Group. In addition, BBMF Group paid a
sum of US$400,000 to (i) Mr. Michael F. Manion, the then sole director and
President, CEO and CFO of ECWC and (ii) to certain other subscribers of ECWC
stock named in the Agreement, to pay for the cancellation of rights to subscribe
for an aggregate of 1,000,000 shares of the Company's common stock, which shares
were cancelled on March 16, 2004.

US$400,000 was paid by BBMF Inc. on BBMF Group's behalf and was reflected in the
Company's accumulated loss prior to April 1, 2004. Further, professional fees of
US$225,000 were incurred in connection with the above reorganization and were
accounted for as general and administrative expenses for the nine months ended
September 30, 2004. The closing date of this exchange transaction was April 1,
2004.

As a result of the acquisition, BBMF Inc. holds a majority interest in the
Company. Generally accepted accounting principles require in certain
circumstances that a company whose stockholders retain the majority voting
interest in the combined business to be treated as the acquirer for financial
reporting purposes.

                                       F-8
<PAGE>

Since ECWC was not an operating company prior to the acquisition, this
transaction is treated as reorganization rather than a business combination.
Accordingly, the acquisition has been accounted for as a "reverse acquisition"
whereby BBMF Group is deemed to have purchased the Company. However, the Company
remains the legal entity and the Registrant for Securities and Exchange
Commission ("SEC") reporting purposes.

The historical financial statements prior to April 1, 2004 are those of Kesrich.
All shares and per share data prior to the acquisition have been restated to
reflect the stock issuance as a recapitalization of BBMF Group.

NOTE 2 - BASIS OF PRESENTATION

The consolidated financial statements as of December 31, 2004 and December 31,
2003 are prepared in accordance with generally accepted accounting principles in
the United States of America. All material inter-company transactions have been
eliminated.

NOTE 3 - SIGNIFICANT ACCOUNTING POLICITES

USE OF ESTIMATES

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

REVENUE RECOGNITION

Revenue from game sales and mobile applications are recognized when those
applications were downloaded by mobile users from the carriers and other
portals' websites and such downloads are supported by statements received from
the carriers and non-carriers partners.

NET EARNINGS/(LOSS) PER COMMON SHARE

(Loss) per common share for the years ended December 31, 2004 and December 31,
2003 is computed based on the weighted average common stock equivalents
outstanding during the period as defined by Statement of Financial Accounting
Standards, No. 128, "Earnings Per Share".

CASH AND CASH EQUIVALENTS

For the purpose of the Statement of Balance Sheet and the Statement of Cashflow,
the Cash and Cash Equivalents balance consists of cash held at the banks and
petty cash held at the Company.

                                       F-9
<PAGE>

INCOME TAXES

The Company accounts for income taxes in accordance with SFAS No. 109
"Accounting for Income Taxes". Under SFAS No. 109, deferred tax liabilities or
assets at the end of each period are determined using the tax rate expected to
be in effect when taxes are actually paid or recovered. Valuation allowances are
established when necessary to reduce deferred taxe assets to the amount expected
to be realized.

FOREIGN CURRENCY TRANSLATION AND TRANSACTIONS

The accompanying consolidated financial statements are presented in United
States dollars. The functional currency of the Company and its subsidiaries
include Japanese Yen, Renminbi of People's Republic of China as well as Hong
Kong dollar. Foreign currency transactions during the year are translated into
each company's denominated currency at the exchange rates ruling at the
transaction dates. Gain and loss resulting from foreign currency transactions
are included in the consolidated statements of operations. Assets and
liabilities denominated in foreign currencies at the balance sheet date are
translated into each company's denominated currency at year end exchange rates.
All exchange differences are dealt with in the consolidated statements of
operations.

For financial reporting purposes, financial records denominated in currencies
other than United States dollars have been translated into United States dollars
as the reporting currency. Assets and liabilities are translated at the exchange
rate in effect at period end. Income statement accounts are translated at the
average rate of exchange prevailing during the period. Translation adjustments
arising from the use of different exchange rates from period to period are
included as a component of stockholders' equity as "Accumulated other
comprehensive income - foreign currency translation adjustments". Gains and
losses resulting from foreign currency transactions are included in other
comprehensive income/(loss). The foreign currency translation adjustment was not
material in either year.

During 2004 and 2003, there have been no significant changes in exchange rates.
Accordingly, there are no changes in other comprehensive income/ (loss).

PLANT, EQUIPMENT AND DEPRECIATION

Property, plant and equipment for depreciation includes equipment and computers
used for the production and testing of mobile games. It also includes buildings
improvement related to the Company's lease of production facilities. Straight
line depreciation is applied based on estimated useful lives of respective
assets.

INTANGIBLE ASSETS, GOODWILL AND IMPAIRMENT

In accordance with Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets," ("SFAS 142"), goodwill and intangible
assets deemed to have indefinite lives are not amortized, but are subject to at
least annual impairment testing.

                                      F-10
<PAGE>

The identification and measurement of goodwill impairment involves the
estimation of the fair value of our business. The estimates of fair value are
based on the best information available as of the date of the assessment, which
primarily incorporate management assumptions about expected future cash flows
and contemplate other valuation techniques. Future cash flows can be affected by
changes in industry or market conditions or the rate and extent to which
anticipated synergies or cost savings are realized with newly acquired entities.

Intangible assets with a finite life are amortized over the estimated useful
life of the asset. Intangible assets which continue to be subject to
amortization are also evaluated to determine whether events and circumstances
warrant a revision to the remaining period of amortization. An intangible asset
is determined to be impaired when estimated future cash flows indicate the
carrying amount of the asset may not be recoverable.

RESEARCH AND DEVELOPMENT COSTS

Research and development costs associated with the development of mobile game
software, as well as the development costs associated with establishment of
distribution channels, are expensed as incurred.

NEWLY ISSUED ACCOUNTING PRONOUNCEMENTS

In December 2004, the FASB issued SFAS No.123 (revised 2004), Share-based
Payment, which is a revision of SFAS No.123, Accounting for Stock-Based
Compensation, SFAS No 123(R ) supersedes APB Opinion No.25, Accounting for Stock
Issued to Employees and amends SFAS No.95, Statement of Cash Flows. Generally,
the approach in SFAS No.123( R) is similar to the approach described in SFAS No.
123. However, SFAS No.123 (R ) requires all share-based payments to employees,
including grants of employee stock options, to be recognized in the income
statement based on their fair values. Pro forma Disclosure is no longer an
alternative. The new standard will be effective for the Company in the first
interim or annual reporting period beginning after December 15, 2005. The
Company expects the adoption of this standard will not have a material impact on
its financial statements.

                                      F-11
<PAGE>

NOTE 4 - DEPOSITS AND PREPAYMENTS

<TABLE>
<CAPTION>
                           DECEMBER 31,       DECEMBER 31,
                              2004                2003
                          -------------      -------------
<S>                       <C>                <C>
Rental deposits           $      17,965      $          -
Prepayments                      23,706             8,720
                          -------------      ------------
                          $      41,671      $      8,720
                          =============      ============
</TABLE>

NOTE 5 - RELATED PARTY

A related party is an entity that can control or significantly influence the
management or operating policies of another entity to the extent one of the
entities may be prevented from pursuing its own interests. A related party may
also be any party the entity deals with that can exercise that control.

AMOUNT DUE TO AFFILIATED COMPANY

The amount due to affiliated company does not bear any interest and does not
have clearly defined terms of repayment. It represents cash balance held by the
Company and its subsidiary on behalf of its related company.

On November 10, 2004, BBMF Inc., the Company's majority shareholder, waived and
contributed to the Company, in its entirety, a non-interest bearing loan in the
principal amount of $3,533,212. Such loan represented cash balance held by the
Company and its subsidiary on behalf of BBMF Inc. in the form of funding
injected by BBMF Inc.'s shareholders.

AMOUNT DUE FROM/TO A DIRECTOR

The amount due from/to a director does not bear any interest and does not have
clearly defined terms of repayment.

NOTE 6 - PLANT & EQUIPMENT, NET

<TABLE>
<CAPTION>
                                 DECEMBER 31,  DECEMBER 31,
                                    2004           2003
                                 ------------  ------------
<S>                              <C>           <C>
Leasehold Improvements            $ 103,994     $       -
Furniture and fixtures               55,046         5,896
Computer                            151,947        25,685
Equipment                           116,281         8,814
                                  ---------     ---------
                                  $ 427,268     $  40,395
Less: Accumulated depreciation     (125,582)      (10,098)
                                  ---------     ---------
                                  $ 301,686     $  30,297
                                  =========     =========
</TABLE>

                                      F-12
<PAGE>

NOTE 7 - ACQUISITION, GOODWILL AND INTANGIBLE ASSETS

Pursuant to a Mobile Business Sales and License Agreement (the "Atlus
Agreement") dated September 27, 2004 signed with Atlus Co., Ltd., a corporation
organized and existing under the laws of Japan ("Atlus"), the Company purchased
Atlus' mobile distribution business for an aggregate purchase price of
300,000,000 Japanese Yen ("Acquired Assets"). Completion and delivery of the
Acquired Assets took place on September 30, 2004. Under the agreement, the
Company has acquired an exclusive, worldwide license to use certain of Atlus'
game contents, characters and the Atlus trademark ("Atlus Proprietary Rights").
Atlus will receive from the Company a percentage of revenue received from game
distribution using Atlus Proprietary Rights. The acquisition was accounted for
as a purchase transaction in accordance with SFAS No. 141, and accordingly, the
net assets acquired were recorded at their fair value at the date of the
acquisition. The excess of the net assets acquired over the purchase price was
allocated as a pro rata reduction of the amounts that would have otherwise been
assigned to the acquired intangible assets based on their relative fair values.
The amounts recorded for the net assets acquired are as follows:

<TABLE>
<S>                                             <C>
Marketing-related Intangible Assets - (Brand    $1,996,512
and Domain)
Customer-related Intangible Assets                 158,465
Contract-related Intangible Assets                 490,068
                                                ----------
     Total Intangible Assets acquired            2,645,045
Property, plant and equipment                       57,658
                                                ----------
                                                $2,702,703
                                                ==========
</TABLE>

Intangible assets represent trademarks, URLs, software applications and
programs, customer base, business licenses and partnership agreements.
Intangible assets are carried at cost, less accumulated amortization.
Amortization is computed using the straight-line method over the estimated
economic lives of the respective assets, which is 10 years.

The movement of the intangible assets during the year are as follows:

<TABLE>
<CAPTION>
                                                           Net Carrying
Type of intangible assets:         Costs     Amortization     Value
<S>                             <C>          <C>           <C>
Marketing-related               $1,996,512    $   49,913    $1,946,599
Customer-related                   158,465         3,962       154,503
Contract-related                   490,068        12,252       477,816
                                ----------    ----------    ----------
                                $2,645,045    $   66,127    $2,578,918
                                ==========    ==========    ==========
</TABLE>

                                      F-13
<PAGE>

NOTE 8 - OTHER PAYABLES AND ACCRUED EXPENSES

<TABLE>
<CAPTION>
                             DECEMBER 31,   DECEMBER 31,
                                 2004          2003
                             ------------   ------------
<S>                          <C>            <C>
Accrued audit fee            $    36,000    $         -
Accrued salaries and wages        79,834              -
Other accrued expenses
                                  37,125         38,449
                             -----------    -----------
                             $   152,959    $    38,449
                             ===========    ===========
</TABLE>

NOTE 9 - COMMON STOCK

On March 16, 2004, 1,000,000 shares of the Company's common stock previously
owned by the original stockholders of ECWC were cancelled.

Pursuant to the Agreement dated April 1, 2004, the Company had issued to BBMF
Inc. 20,000,000 newly issued shares of the common stock of the Company in
exchange for 100 issued and outstanding ordinary shares of BBMF Group,
representing the entire share capital of BBMF Group.

Immediately prior to the share exchange made pursuant to the Agreement, 268,668
shares of the Company's common stock were issued and outstanding. All shares and
per share data prior to April 1, 2004 have been restated to reflect the stock
issuance as a recapitalization of BBMF Group.

In addition, for the year ended December 31, 2004, our record is 2,414,215 new
common shares were issued via private placement to investors including Atlus
Co., Ltd., raising US$7,799,291. All these shares issued under private placement
have a 12-month lock up period from the date of share issuance.

In November 2004, US$3,533,212 cash held by the Company for BBMF Inc's account
was foregone by BBMF Inc. The entire amount was recorded as increase in
shareholders' funds.

NOTE 10 - GROSS SALES

Japan constituted 93.9% of total sales revenue in 2004, all of which came from
sales to major mobile carriers in Japan, namely NTT Docomo, au/KDDI and
Vodafone. The table below summarizes the geographic contribution of revenue from
different markets.

<TABLE>
<CAPTION>
             Sales Amount ($)   Percentage (%)
<S>          <C>                <C>
Japan            555,398             93.9
Europe            22,294              3.8
China              2,613              0.4
Others            11,024              1.9
                --------            -----
   Total        $591,329            100.0
                ========            =====
</TABLE>

                                      F-14
<PAGE>

NOTE 11 - INCOME TAX

The income taxes of the Company are substantially attributable to the Company's
operations in the People's Republic of China ("PRC") and Japan, whose statutory
income tax rate is 33% and 30%, respectively.

No provision of income tax was made as the Company did not generate profit in
this year.

Reconciliation between the statutory EIT rate and the effective tax rate for
operation of the year is as follows:

<TABLE>
<CAPTION>
                                      DECEMBER 31,   DECEMBER 31,
                                         2004           2003
                                      ------------   ------------
<S>                                   <C>            <C>
EIT statutory rate                       (33%)         (17.5%)
Increase in valuation allowances          33%           17.5%
                                          --            ----
Effective EIT rate                         -               -
                                          ==            ====
</TABLE>

The component of deferred tax asset is as follows:

<TABLE>
<CAPTION>
                                      DECEMBER 31,  DECEMBER 31,
                                         2004          2003
                                      ------------  ------------
<S>                                   <C>           <C>
Net operating loss carried forwards    $ 174,302     $  34,649
Less: Valuation allowances              (174,302)      (34,649)
                                       ---------     ---------
Effective EIT rate                             -             -
                                       =========     =========
</TABLE>

NOTE 12 - COMMITMENT AND CONTINGENCIES

During the years end Dec 31, 2004, the Company incurred lease expenses amounting
to US$94,391. As of December 31, 2004, the Group had commitments under
non-cancellable operating leases, requiring annual minimum rental as follows:

<TABLE>
<S>                                                  <C>
January 1, 2005 to December 31, 2005                 $ 51,647
January 1, 2006 to December 31, 2006                        -
January 1, 2007 to December 31, 2007                        -
                                                     --------
                                                       51,647
                                                     ========
</TABLE>

NOTE 13 - SUBSEQUENT EVENTS

On March 16, 2005, US$1,522,212 was raised in another round of private
placement. New shares were issued at US$6.00 per share, representing a total of
253,702 new shares. As a result, total shares outstanding as of March 16, 2005
was 22,936,585.

                                      F-15
<PAGE>

On March 21, 2005, the Company made a JPY20,000,000 investment into a treasure
hunting project sponsored by an Atlus Co., Ltd. and a group of private investors
from Japan. Main business of this project is to salvage the treasure from a
sunken ancient boat off the Indonesia coast.

                                      F-16
<PAGE>

                                  EXHIBIT INDEX

NUMBER

2.1   Plan of Acquisition, Reorganization, Arrangement, Liquidation or
Succession (1)

3.1   Articles of Incorporation of Second Investors Group, Inc. dated June 10,
1992 (2)

3.2   Certificate of Amendment to Articles of Incorporation of Second Investors
Group, Inc. filed June 19, 1998 (2)

3.3   Certificate of Amendment to Articles of Incorporation of Progressive
Environmental Recovery Corporation dated January 29, 1999 (2)

3.2   Amended and Restated By-laws of the Company (3)

10.1  Form of Common Stock Purchase Agreement dated September 27, 2004 entered
into by and between the Company and certain investors including Atlus (4)

10.2  Mobile Business Sales and License Agreement dated September 27, 2004
entered into by and between the Company and Atlus +(5)

10.3  2004 Stock Option Plan (6)

10.4* English summary of agreements in connection with lease of facilities in
Nanjing, China, entered into by BBMF Nanjing and Nanjing Xin Lian Electronic
Equipment Co., Ltd.

10.5* English summary of agreement in connection with lease of facilities in
Tokyo, Japan, entered into by BBMF Japan and Wing Realty.

10.6* Investment Agreement towards Anonymous Union Project, Salvaging Ancient
Sunken Ship, entered into by BBMF Group and Try Five Co. Ltd.

14.1* Code of Ethics

21.1* List of Subsidiaries

31.1* Rule 13a-14(a) Certification (President)

31.2* Rule 13a-14(a) Certification (CFO)

32.1* Section 1350 Certification (President)

32.2* Section 1350 Certification (CFO)

(1)   Incorporated by reference to an exhibit to the Company's Current Report on
Form 8-K as previously filed with the Commission on April 15, 2004.

(2)   Incorporated by reference to the Company's Registration Statement on Form
SB-2/A as previously filed with the Commission on November 21, 2000.

(3)   Incorporated by reference to an exhibit to the Company's Current Report on
Form 8-K as previously filed with the Commission on September 28, 2004 for the
events first reportable on September 22, 2004.

                                       E-1
<PAGE>

(4)   Incorporated by reference to an exhibit to the Company's Current Report on
Form 8-K as previously filed with the Commission on September 28, 2004 for the
events first reportable on September 27, 2004.

(5)   Incorporated by reference to an exhibit to the Company's Quarterly Report
on Form 10-QSB as previously filed with the Commission on November 15, 2004 for
the quarterly period ended September 30, 2004.

(6)   Incorporated by reference to an exhibit to the Company's Registration
Statement on Form S-8 as previously filed with the Commission on September 24,
2004.

+ Portions of this exhibit have been omitted pursuant to an Application for
Confidential Treatment filed by the Company with the Securities and Exchange of
Commission pursuant to the Rules of the Exchange Act.

* Filed herewith

                                       E-2