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

/X/   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
      ACT OF 1934 FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2003

/ /   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                     FOR THE TRANSITION PERIOD FROM __ TO __
                          COMMISSION FILE NO. 000-50310
                              VISUAL FRONTIER, INC.
        (Exact Name of Small Business Issuer as Specified in its Charter)

                  DELAWARE                                 333-0883404
       (State or other jurisdiction of                   (I.R.S. Employer
        incorporation or organization)                   Identification No.)

            7F, No. 50 Chiuam Road                             N/A
           Taipei Hsien, Taiwan, ROC                        (Zip Code)
     (Address of principal executive offices)

                Issuer's telephone number: (011) 886-2-6629-9233

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


              Securities registered under Section 12(g) of the Act:

                               $0.001 COMMON STOCK

                                (Title of Class)


Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes /X/ No / /

Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K 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. / /

State issuer's revenues for its most recent fiscal year: $1,395,112. The
aggregate market value of the voting and non-voting common equity held by
non-affiliates was approximately $87,729,750 based on the average bid and asked
price on April 13, 2004 of $2.25 per share as reported on the OTC Bulletin
Board. As of April 7, 2004, 44,400,000 shares of the issuer's common stock were
outstanding.

Documents incorporated by reference:  None.

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

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                                TABLE OF CONTENTS
                                                                                                              PAGE
PART I.  2

          <S>            <C>                                                                                   <C>
         Item 1.           Description of Business..............................................................2

         Item 2.           Description of Properties...........................................................10

         Item 3.           Legal Proceedings...................................................................10

         Item 4.           Submission of Matters to a Vote of Security Holders.................................10

         Item 5.           Market for Registrant's Common Equity and Related Stockholder Matters...............11

         Item 6.           Management's Discussion and Analysis or Plan of Operation...........................11

         Item 7.           Financial Statements................................................................13

         Item 8.           Changes in and Disagreements with Accountants on Accounting and Financial Disclosure13

         Item 9.           Directors and Executive Officers of the Registrant..................................15

         Item 10.          Executive Compensation..............................................................16

         Item 11.          Security Ownership of Certain Beneficial Owners and Management......................17

         Item 12.          Certain Relationships and Related Transactions......................................17

         Item 13.          Exhibits and Reports on Form 8-K....................................................17

         Item 14.          Principal Accounting Fees and Services..............................................18

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                                       1
<PAGE>

PART I.

ITEM 1  DESCRIPTION OF BUSINESS

      We provide computer peripherals solutions to brand name electronics
manufacturers such as Lite-On Technology Corporation, Teac Corporation and
Waitech International and we are a service provider to OEM customers in the
design and manufacturer of portable electronic drives, burners and storage
products focusing on CD-RW with DVD read/record capability. Our products are
created for convenience, style and portability and offer exterior design and
component engineering to provide customers with a diversified range of products
and services to satisfy the customer's unique storage demands.

BACKGROUND

      As of May 27, 2003, Visual Frontier, Inc., a Delaware corporation formerly
Air Test Technology, Inc. (the "Company" "we," "us" or "our"), consummated a
Stock Purchase Agreement with Visual Frontier (BVI) Ltd., a corporation
organized under the laws of the British Virgin Islands ("Visual"). Pursuant to
the Agreement, the Company purchased all of the issued and outstanding shares of
Visual common stock for 36,000,000 shares of the Company's common stock;
4,001,000 shares held by affiliates of the Company were cancelled. Our
operations are conducted through Visual Frontier Precision Corp., a Taiwanese
corporation and wholly-owned indirect subsidiary of us.

INDUSTRY OVERVIEW

      Personal computing has extended beyond basic personal computer, or PC,
systems involving a central processing unit, or CPU, a monitor, keyboard and
mouse input devices and data storage devices such as hard drives and disk
drives. Today's state of the art, and even many entry-level, personal computing
solutions now include a wide array of peripheral devices including
communications and consumer electronics peripherals. Specifically, the ubiquity
of multimedia computer devices and applications has driven the demand for a high
quality, affordable, high-density storage medium. The adoption of CD-ROM
technology as the mainstream optical storage medium has been fueled largely by
the growth of data-intensive, graphics/audio/video-rich applications that
require high-density storage media.

      Today, we believe this trend is shifting from CD-ROM technology to CD-RW
and DVD based technologies for storing, displaying and distributing digital
content.

      The computer peripheral and consumer electronics industries are
characterized by rapidly changing technology, evolving industry standards, and
frequent new product introductions, which creates an opportunity for the
manufacturers of after-market components. Product life cycles in the computer
peripheral and consumer electronics industries often range from as few as three
to twelve months. We believe that success in the computer peripheral and
consumer electronics industries is substantially dependent upon the ability to
develop and introduce products and technologies on a timely basis with features
and functions that meet changing consumer requirements at competitive prices.

      Portable re-writable optical storage drives are emerging as the preferred
removable media storage device, particularly for the portable and home PC
market. Increased consumer demand and the widespread adoption of CD-RW, combo
and DVD+/-RW drives by the PC and laptop manufacturers are expected to
contribute to significant ongoing growth in the optical storage market.

o     17% Compounded Annual Growth for Notebooks;
o     As of fourth quarter 2002, at least one out of every ten notebooks
      requires external optical storage;
o     70% of all notebooks require combination storage; and
o     global demand for external, optical combination drives is at least 1.5
      million units in 2003 and growing fast.


                                       2
<PAGE>

SOURCES: NOTEBOOK PC MANUFACTURERS

OUR STRATEGY

      The computer peripheral and consumer electronics industries continue to
experience rapid innovation and evolution of multimedia, digital entertainment
and wireless connectivity and other devices. Optical storage devices have become
one of the most cost-efficient storage solutions available. We believe that
optical storage is poised for continued growth as the marketplace shifts to
video storage. Although the mainstream users of optical storage have
traditionally been driven by data and audio storage needs, we believe the trend
has and will continue to move towards video storage, DVD RW devices, and digital
photo storage devices. To execute our strategy, we:

o     MONITOR INDUSTRY STANDARDS AND INCORPORATE THEM INTO OUR PRODUCTS. Our
      products are designed to utilize several operating systems and
      connectivity standards. Our company's research and development team has
      experience in external CD-RW USB 2.0 and IEEE 1394 compatibility.

o     DEVELOP TECHNICAL INNOVATIONS THAT OFFER PRODUCTS THAT ARE THE MOST
      STYLISH AND TECHNOLOGICALLY ADVANCED IN THE INDUSTRY. We place great
      emphasis on style and performance. The design team has designed
      enclosures and moldings for many international branded firms including
      Philips and Freecom. The external optical storage market is composed
      mostly of manufacturers that manufacture internal drives. We believe that
      most manufacturers produce external optical drive models that are poorly
      designed and difficult to use. Our focus on external drives has always
      combined stylish designs with technical capability.

o     PROVIDE EFFICIENT PRODUCTION TO OFFER CONSUMERS HIGH VALUE. The
      flexibility of our manufacturing and design services provide customers
      with the ability to order what is needed. We can provide products in small
      or large quantities to reduce unnecessary inventory.

OUR PRODUCTS AND SERVICES

      We design and manufacture optical storage solutions for brand name
electronic companies.

OPTICAL STORAGE AND MEDIA PRODUCTS

      Our optical storage products include CD-ROM, DVD-ROM, and CD-RW, CD-RW +
DVD combination drives, and DVD+RW drives, and optical storage media discs for
these types of drives. These products record and playback general data files,
digital images, digital video and digital music. DVD drives and media are higher
density optical storage products relative to CD drives and media. We offer a
full range of optical storage media that complement our optical storage drives.
Our optical storage and media products are typically marketed under our
customers' brand names.

      The marketplace for optical storage products is undergoing a transition in
part to support the growing video storage demands. This new format enables users
to copy and store files in the higher capacity DVD format. We believe that
consumer demand for these optical storage devices is increasing due to several
factors, including increased usage of data storage, audio storage and expansion
into video storage. Enhanced PC functionality now allows the creation of higher
resolution graphics, audio data, and the storage and playback of high
performance audio-video DVD format data that are critical to business and
consumer applications. We intend to continue to work closely with our customers
to develop more features and lower cost solutions within this product segment.

ACCESSORIES

      We also offer a variety of accessories that includes keyboards, mice,
floppy disk drives, audio and graphics cards, and modems, all of which
complement our current product line. These products are principally designed for
inputting and transferring data.


                                       3
<PAGE>

DESIGN AND MANUFACTURING SERVICES

      We provide design, modeling and testing services for electronics devices
and appliances.

      Our "VF Total Solution" offers a diversified product and services solution
that includes design, integration, and manufacture of optical storage devices
and accessories. We allow customers to select those services needed in order to
provide customers with flexibility and cost savings. The following are some of
the services we procure:

o     Design of External Optical Storage Drives/Players & Hard-Disk Storage;
o     Design of Enclosure/Casing/Housing Kit;
o     Design of PC Peripherals Product Solutions;
o     Design, Integration and Tooling;
o     Consumer Electronics System; and
o     Electronic Accessories (Adaptor, Cable, etc.).

MANUFACTURING, DISTRIBUTION AND PRODUCT DEVELOPMENT

      We maintain both in-house and subcontract assembly. We also maintain a
warehousing, customer service, and distribution center in Taipei, Taiwan.

      We typically do not have long-term contracts with our subcontract
component manufacturers, instead relying on purchase orders to fulfill our
product needs. As a result, it is conceivable that our manufacturers could
refuse to continue to sell products to us which could cause a substantial
disruption in our business operations.

      Our product development efforts include the development of a new line of
external data storage devices with our own unique proprietary enclosures.
Enclosures are designed for CD-RW, CD-RW + DVD combination, and DVD RW optical
storage devices.

      We maintain a subcontract logistics and product development operation in
Taipei, Taiwan in order to better identify new products that we may be
interested in offering for sale and to assist us in qualifying manufacturing
facilities. Our Taiwan operation also coordinates product purchases and product
shipments from our subcontract component manufacturers in East Asia.

      We work closely with our subcontract component manufacturers and our
customers to identify existing market trends, monitor sales performance of our
products and predict future market trends. Following our analysis and our
consultation with our subcontract component manufacturers and customers, we
determine whether to offer a particular product.

      We maintain our own product development team to develop and coordinate
product solutions that provide user-friendly installation, complete user
manuals, installation guides, product packaging and marketing literature.

SALES AND MARKETING

      From our inception, we have been committed to a focused marketing
strategy. While customers have many needs in common, each product and region has
unique requirements. In order to support customers in key geographic markets, we
have sales support personnel who understand the technical needs, business
philosophy and culture of the customer. Our personnel are trained to respond to
customer needs efficiently and effectively. We currently target brand name
electronics manufacturers for external CD/CD-RW/DVD/DVD+/-RW products. Large
home electronics manufacturers in the United States, Europe and Taiwan are the
primary customers of our products. Our products are typically marketed and sold
under our customer's brand names. We do not just offer high quality products but
believes that customer service and technical support are important competitive
factors in the optical storage and computer peripheral markets. We are able to
provide prompt technical support to customers worldwide. Our representatives
travel frequently to customer sites as part of the product development cycle and
work closely with customers from design through delivery.


                                       4
<PAGE>

COMPETITION

      The markets for optical storage and computer peripherals are constantly
evolving and highly competitive in Taiwan and Mainland China. Our competitors
include both emerging companies with limited operating histories, such as LaCie
Peripherals Inc., and companies with longer operating histories, greater name
recognition and/or significantly greater financial, technical and marketing
resources than we do, such as Freecom Technologies. We expect that competition
will intensify in the near future. However, we believe there are significant
barriers to entry for our potential competitors.

INTELLECTUAL PROPERTY

      In September 2003, we purchased a patent for $453,824 from Chi-Dian-Lian
Corp., which patent covers certain technology related to combo storage devices
with USB connectors.

      We currently rely on a combination of contractual rights, copyrights,
trademarks, patents and trade secrets to protect our proprietary rights. This
patent was acquired by us in 2003 and terminates in ten years from the date of
such acquisition. However, although certain other of our products and their
constituent components could benefit from patent protection, we have chosen to
retain any proprietary rights we have in such products predominantly as trade
secrets. We cannot assure you that our means of protecting our proprietary
rights will be adequate or that our competitors will not independently develop
comparable or superior technologies or obtain unauthorized access to our
proprietary technology.

      We own, license or have otherwise obtained the right to use certain
technologies incorporated in our products. We may receive infringement claims
from third parties relating to our products and technologies. In those cases, we
intend to investigate the validity of the claims and, if we believe the claims
have merit, to respond through licensing or other appropriate actions. To the
extent claims relate to technology included in components purchased from
third-party vendors for incorporation into our products, we would forward those
claims to the appropriate vendor. If we or our product manufacturers are unable
to license or otherwise provide any necessary technology on a cost-effective
basis, we could be prohibited from marketing products containing that
technology, incur substantial costs in redesigning products incorporating that
technology, or incur substantial costs defending any legal action taken against
us.

      We may in the future be, notified of claims asserting that we may be
infringing certain patents, trademarks and other intellectual property rights of
third parties. We cannot predict the outcome of such claims and there can be no
assurance that such claims will be resolved in our favor. An unfavorable
resolution of such claims may have a material adverse effect on our business,
prospects, financial condition and results of operations. The computer
peripheral industry, and in particular, the data storage industry, has been
characterized by significant litigation relating to infringement of patents and
other intellectual property rights. There can be no assurance that future
intellectual property claims will not result in litigation. If infringement is
established, we may be required to pay substantial damages or we may be enjoined
from manufacturing and selling an infringing product. In addition, the costs of
engaging in the prosecution or defense of intellectual property claims may be
substantial regardless of the outcome.

EMPLOYEES

      As of April 7, 2004, we had approximately 43 full-time employees. We have
no collective bargaining agreements with our employees. We believe that our
relationship with our employees is good.

RISK FACTORS

      An investment in our common stock involves a high degree of risk. In
addition to the other information in this report, you should carefully consider
the following risk factors before deciding to invest or maintain an investment
in shares of our common stock. If any of the following risks actually occurs, it
is likely that our business, financial condition and operating results would be
harmed. As a result, the trading price of our common stock could decline, and
you could lose part or all of your investment.


                                       5
<PAGE>

WE HAVE INCURRED SIGNIFICANT LOSSES AND MAY CONTINUE TO INCUR LOSSES. IF WE
CONTINUE TO INCUR LOSSES, WE MAY HAVE TO CURTAIL OUR OPERATIONS.

      We have not been profitable since our inception and may not be profitable
in the foreseeable future. Historically, we have relied upon cash from
operations and financing activities to fund all of the cash requirements of our
business and have incurred significant losses. As of December 31, 2003, we had
an accumulated deficit of $1,015,871. During 2003, we incurred net losses in the
amount of $1,015,871. We cannot predict when we will become profitable or if we
ever will become profitable, and we may continue to incur losses for an
indeterminate period of time and may never achieve or sustain profitability. An
extended period of losses may result in negative cash flow and may prevent us
from operating or expanding our business. We cannot assure you that our business
will ever become profitable or that we will ever generate sufficient revenues to
meet our expenses and support our operations. Even if we are able to achieve
profitability, we may be unable to sustain or increase our profitability on a
quarterly or annual basis.

FIERCE COMPETITION IN THE COMPUTER PERIPHERAL AND CONSUMER ELECTRONICS
MARKETPLACE MAY CAUSE A DECLINE IN OUR REVENUES AND FORCE US TO REDUCE PRICES
FOR OUR PRODUCTS.

      The market for our products is highly competitive. Our competitors for our
hardware products include Freecom Technologies. We also indirectly compete
against original equipment manufacturers such as BenQ Corporation to the extent
that they manufacture their own computer peripheral products or incorporate in
personal computer motherboards the functionalities provided by our products. We
believe that the strategy of certain of our current and potential competitors is
to compete largely on the basis of price, which may result in lower prices and
lower margins for our products or otherwise adversely affect the market for our
products. There can be no assurance that we will be able to continue to compete
successfully in the marketplace.

MANY OF OUR COMPETITORS HAVE GREATER RESOURCES THAN WE DO. IN ORDER TO COMPETE
SUCCESSFULLY, WE MUST KEEP PACE WITH OUR COMPETITORS IN ANTICIPATING AND
RESPONDING TO RAPID CHANGES IN THE COMPUTER PERIPHERAL AND CONSUMER ELECTRONICS
INDUSTRIES.

      Our future success will depend upon our ability to enhance our current
products and services and to develop and introduce new products and services
that keep pace with technological developments, respond to the growth in the
computer peripheral and consumer electronics markets in which we compete,
encompass evolving consumer requirements, provide a broad range of products and
achieve market acceptance of our products. Many of our existing and potential
competitors have larger technical staffs, more established and larger marketing
and sales organizations and significantly greater financial resources than we
do. Our lack of resources relative to our competitors may cause us to fail to
anticipate or respond adequately to technological developments and consumer
requirements or may cause us to experience significant delays in developing or
introducing new products and services. These failures or delays could reduce our
competitiveness, revenues, profit margins and market share.

OUR CONCENTRATION OF SALES TO TWO MAJOR CUSTOMERS MAY ADVERSELY AFFECT OUR
BUSINESS IF ANY ONE OR MORE OF THEM DECIDES TO DISCONTINUE PURCHASING OUR
PRODUCTS.

      During 2003, net sales to our two largest customers represented 85% and
10%, respectively, of total net sales. Our sales and our profitability would
be adversely affected if any either of these customers ceased purchasing
from us. We would have no guarantee that we would be able to replace the loss of
such sales with existing or new customers or in a timely manner to avoid an
adverse financial impact to our business.


                                       6
<PAGE>

OUR LACK OF LONG-TERM PURCHASE ORDERS OR COMMITMENTS MAY ADVERSELY AFFECT OUR
BUSINESS IF DEMAND DECLINES.

      During the year ended December 31, 2003, sales of our computer peripheral
products accounted for approximately 50% of our total net sales and MP3/MP4
players accounted for approximately the other 50%. In certain cases we have
long-term contracts with our computer peripheral and consumer electronics
retailers that cover the general terms and conditions of our relationships with
them but that do not include long-term purchase orders or commitments. Rather,
our retailers issue purchase orders requesting the quantities of computer
peripheral or consumer electronics products that they desire to purchase from
us, and if we are able and willing to fill those orders, then we fill them under
the terms of the contracts. Accordingly, we cannot rely on long-term purchase
orders or commitments to protect us from the negative financial effects of a
decline in demand for our products that could result from a general economic
downturn, from changes in the computer peripheral and consumer electronics
marketplaces, including the entry of new competitors into the market, from the
introduction by others of new or improved technology, from an unanticipated
shift in the needs of our retailers, or from other causes.

OUR BUSINESS COULD SUFFER IF WE ARE UNABLE TO OBTAIN OUR PRODUCTS FROM OUR
SUPPLIERS.

      Most of the components used in our products are available from multiple
sources. However, we currently obtain most of our products from single or
limited sources. We have, from time to time, experienced difficulty in obtaining
some products. We do not have guaranteed supply arrangements with any of our
suppliers, and there can be no assurance that our suppliers will continue to
meet our requirements. If our existing suppliers are unable to meet our
requirements, we could be required to find other suppliers or even eliminate
products from our product line. Product shortages could limit our sales capacity
and also could result in lower margins due to higher product costs resulting
from limited supply or the need to obtain substitute products which are
available only at higher costs. Significant increases in the prices of our
products could adversely affect our results of operations because our products
compete on price and, therefore, we may not be able to pass along price
increases to our customers. Also, an extended interruption in the supply of
products or a reduction in their quality or reliability would adversely affect
our financial condition and results of operations by impairing our ability to
timely deliver quality products to our retailers. Delayed product deliveries due
to product shortages or other factors may result in cancellation by our
customers of all or part of their orders. We cannot assure you that
cancellations will not occur.

OUR DEPENDENCE ON SALES OF OUR OPTICAL STORAGE AND OPTICAL MEDIA PRODUCTS COULD
HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS IF THE MARKET FOR THOSE PRODUCTS
DECLINES.

      Although we have introduced products in other segments of the computer
peripheral market and in the consumer electronics market, optical storage and
optical media products are expected to continue to account for a majority of our
sales for at least the next year. A decline in the demand or average selling
prices for optical storage or optical media products, whether as a result of new
competitive product introductions, price competition, excess supply,
technological changes, incorporation of the products' functionality onto
personal computer motherboards or otherwise, would have a material adverse
effect on our sales and operating results.

IF WE FAIL TO KEEP PACE WITH THE RAPID TECHNOLOGICAL CHANGES THAT CHARACTERIZE
THE MARKETPLACE FOR OUR PRODUCTS, WE WILL LIKELY EXPERIENCE A SIGNIFICANT
DECLINE IN OUR COMPETITIVE ADVANTAGE RESULTING IN A MATERIALLY NEGATIVE IMPACT
ON OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

      The markets for our products are characterized by rapidly changing
technology, evolving industry standards, frequent new product introductions and
rapid product obsolescence. Product life cycles in the markets for our products
often range from as few as three and up to twelve months. We believe that our
success will be substantially dependent upon our ability to continue to develop
and introduce competitive products and technologies on a timely basis with
features and functions that meet changing consumer requirements in a
cost-effective manner. Even if we are successful in the development and market
introduction of new products, we still must correctly forecast consumer demand
for those products to avoid either excessive unsold inventory or excessive
unfilled orders. The task of forecasting consumer demand is extremely difficult
for new products for which there is little or no sales history, and for indirect
channels, where our customers are not the final end-users. Moreover, whenever we
offer new products, we also must successfully manage the resulting obsolescence
and price erosion of our older products, as well as any resulting price
protection charges and inventory returns from our retailers. Accordingly, if we
are unable to keep pace with the rapid technological changes within the
marketplace for our products, or unable to manage effectively the introduction
of new products, our business, financial condition and results of operations
will be negatively impacted.


                                       7
<PAGE>

OUR FAILURE TO FORECAST SALES IN THE VOLATILE COMPUTER PERIPHERAL AND CONSUMER
ELECTRONICS MARKETPLACES COULD RESULT IN LOST REVENUES AND SIGNIFICANT LOSSES.

      We develop and market products in the highly competitive computer
peripheral and consumer electronics marketplaces. Our products are very
susceptible to obsolescence and typically exhibit a high degree of volatility of
shipment volumes over relatively short product life-cycles. The timing of
introductions of new products can materially affect sales volumes. In addition,
new product releases by competitors and accompanying price adjustments to
competing products can materially and adversely affect our revenues and gross
margins.

      We sell our products to large electronics companies, which sell their
products to retailers such as mass merchandisers and large electronics chains,
which in turn sell products primarily off-the-shelf directly to end users. Our
reliance on indirect channels of distribution typically results in little or no
ability to predict end-user demand. We rely upon sales forecasts provided by our
customers in order to comply with order placement demands by these retailers. If
these forecasts are inaccurate, we could either have excess inventory, resulting
in significant finance costs and product obsolescence, or insufficient
inventory, resulting in lost revenues due to our inability to promptly meet
consumer demand. Accordingly, our future operating results are largely dependent
on our ability to accurately predict the demand for our products. Our failure to
accurately predict the demand for our products could result in significant
losses from inventory obsolescence and finance charges or substantial lost
revenues.

WE RELY HEAVILY ON OUR MANAGEMENT AND THE LOSS OF THEIR SERVICES COULD ADVERSELY
AFFECT OUR BUSINESS.

      Our success is highly dependent upon the continued services of key members
of our management, including our Chief Executive Officer and President, Moreal
Chu. Mr. Chu has developed personal contacts and other skills that we rely upon
in connection with our financing, acquisition and general business strategies.
Mr. Chu has also developed key personal relationships with our vendors and
frequently is extensively involved in our sales and promotional efforts with our
key customers. Consequently, the loss of Mr. Chu or one or more other key
members of management could adversely affect our business.

OUR FAILURE TO MANAGE GROWTH EFFECTIVELY COULD IMPAIR OUR BUSINESS.

      Our expansion into new product categories in the computer peripheral and
consumer electronics marketplaces has required and will continue to require
significant investment and management attention to improve our information
systems, product data management, control accounting, telecommunications and
networking systems, coordination of suppliers and distribution channels, and
general business processes and procedures. We are continuing to expand our
product base in the consumer electronics marketplace and expect significant
challenges in coordinating supply and distribution processes in what we hope
will be a rapidly growing product category.

      Our ability to effectively manage growth will require us to substantially
expand the capabilities of our administrative and operational resources and to
attract, train, manage and retain qualified marketing, technical support,
customer service, sales and other personnel. There can be no assurance that we
will be able to do so. If we are unable to successfully manage our growth, our
business, prospects, results of operations and financial condition could be
materially and adversely affected.


                                       8
<PAGE>

POLITICAL AND ECONOMIC INSTABILITY IN TAIWAN COULD HAVE AN ADVERSE IMPACT ON THE
SUPPLY OF OUR PRODUCTS WHICH COULD MATERIALLY AND ADVERSELY AFFECT OUR BUSINESS.

      In the event of a severe political disruption in the governments of
Taiwan, our ability to conduct operations might be materially and adversely
affected. In addition, we acquire components and raw materials for the
manufacturing of our products from a number of countries, many of which do not
conduct business in United States dollars. Any severe fluctuation in the value
of foreign currencies could have an adverse effect on our operations.

      Accordingly, as a result of political or economic instability in Taiwan,
our operations could be materially and adversely affected.

IF OUR PRODUCTS FAIL TO COMPLY WITH EVOLVING GOVERNMENT AND INDUSTRY STANDARDS
AND REGULATIONS, WE MAY HAVE DIFFICULTY SELLING OUR PRODUCTS.

            Our products are designed to comply with a significant number of
   industry standards and regulations, some of which are evolving as new
   technologies are deployed. In the United States, our products must comply
   with various regulations defined by the United States Federal Communications
   Commission, or FCC and Underwriters Laboratories as well as numerous industry
   standards. The failure of our products to comply, or delays in compliance,
   with the various existing and evolving regulations or standards could
   negatively impact our ability to sell our products.

OUR STOCK PRICE HAS BEEN VOLATILE, WHICH COULD RESULT IN SUBSTANTIAL LOSSES FOR
INVESTORS PURCHASING SHARES OF OUR COMMON STOCK AND IN LITIGATION AGAINST US.

            The market prices of securities of technology-based companies have
   historically been highly volatile. The market price of our common stock has
   fluctuated significantly in the past. In fact, during 2003, the high and low
   closing sale prices of a share of our common stock were $2.25 and $1.01. The
   market price of our common stock may continue to fluctuate in response to the
   following factors, many of which are beyond our control:

o     changes in market valuations of similar companies and stock market price
      and volume fluctuations generally;
o     economic conditions specific to the computer peripheral and consumer
      electronics industries;
o     announcements by us or our competitors of new or enhanced products,
      technologies or services or significant contracts, acquisitions, strategic
      relationships, joint ventures or capital commitments;
o     regulatory developments;
o     fluctuations in our quarterly or annual operating results;
o     additions or departures of key personnel; and
o     future sales of our common stock or other securities.

      The price at which you purchase shares of common stock may not be
indicative of the price of our stock that will prevail in the trading market.
You may be unable to sell your shares of common stock at or above your purchase
price, which may result in substantial losses to you. Moreover, in the past,
securities class action litigation has often been brought against a company
following periods of volatility in the market price of its securities. We may in
the future be the target of similar litigation. Securities litigation could
result in substantial costs and divert management's attention and resources.

BECAUSE WE ARE SUBJECT TO THE "PENNY STOCK" RULES, THE LEVEL OF TRADING ACTIVITY
IN OUR STOCK MAY BE REDUCED.


                                       9
<PAGE>

      Broker-dealer practices in connection with transactions in "penny stocks"
are regulated by penny stock rules adopted by the Securities and Exchange
Commission. Penny stocks, like shares of our common stock, generally are equity
securities with a price of less than $5.00 (other than securities registered on
some national securities exchanges or quoted on Nasdaq). The penny stock rules
require a broker-dealer, prior to a transaction in a penny stock not otherwise
exempt from the rules, to deliver a standardized risk disclosure document that
provides information about penny stocks and the nature and level of risks in the
penny stock market. The broker-dealer also 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, if the broker-dealer
is the sole market maker, the broker-dealer must disclose this fact and the
broker-dealer's presumed control over the market, and monthly account statements
showing the market value of each penny stock held in the customer's account. In
addition, broker-dealers who sell these securities to persons other than
established customers and "accredited investors" must make a special written
determination that the penny stock is a suitable investment for the purchaser
and receive the purchaser's written agreement to the transaction. Consequently,
these requirements may have the effect of reducing the level of trading
activity, if any, in the secondary market for a security subject to the penny
stock rules, and investors in our common stock may find it difficult to sell
their shares.

BECAUSE OUR STOCK IS NOT LISTED ON A NATIONAL SECURITIES EXCHANGE, YOU MAY FIND
IT DIFFICULT TO DISPOSE OF OR OBTAIN QUOTATIONS FOR OUR COMMON STOCK.

      Our common stock trades under the symbol "VFTR" on the OTC Bulletin Board.
Because our stock trades on the OTC Bulletin Board rather than on a national
securities exchange, you may find it difficult to either dispose of, or to
obtain quotations as to the price of, our common stock.

ITEM 2.  DESCRIPTION OF PROPERTIES

      On July 1, 2003, we entered into a lease that expires on March 25, 2006
for a facility in Taipei, Taiwan, covering approximately 12,980 square feet,
which we first occupied in July 2003. The rent is currently US $7,862 per month.

ITEM 3.  LEGAL PROCEEDINGS

         None.

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

         None.

                                       10
<PAGE>

                                    PART II.

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

      Our common stock is traded on the OTC Bulletin Board under the symbol
"VFTR." The following table sets forth, for the periods indicated, the high and
low bid price for our common stock as reported on such quotation systems.

QUARTER ENDING:                                          HIGH           LOW

2002
March 31, 2002                                           $-+            $-+
June 30, 2002+                                          .005*          0.09*
September 30, 2002                                      0.06*          0.06*
December 31, 2002                                       0.07*          0.05*

2003
March 31, 2003                                          $0.06          $0.03
June 30, 2003                                            2.10          0.01
September 30, 2003                                       2.20          1.01
December 31, 2003                                        2.00          1.35
_______________

+     Bid information available commencing as of April 12, 2002.
*     No trading of our common stock occurred during these periods.

      There were approximately 3,200 record owners of our common stock as of
April 7, 2004. We have not declared or paid dividends on our common stock to
date and intend to retain future earnings, if any, for use in our business for
the foreseeable future.

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

      The following discussion and analysis of our plan of operation should be
read in conjunction with our financial statements and notes thereto appearing
elsewhere herein.

PLAN OF OPERATION

      We provide computer peripherals solutions to brand name electronics
manufacturers and we are a service provider to OEM customers in the design
and manufacturer of portable electronic drives, burners and storage products
focusing on CD-RW with DVD read/record capability. Our management team has over
ten years of experience and employs over forty designers and engineers designed
to provide a diverse range of products and services to meet each of our client's
specific needs.

      In July 2003, we opened our new sales, research and development and
service center in Shin-Dian in Taipei County, Taipei, Taiwan. In October 2003,
we completed development of a new lightweight, portable DVD recordable drive
product to be marketed jointly with Lite-On Technology Corporation.

      We generated revenues of $1,395,112 for the fiscal year ended December 31,
2003. We incurred a net loss of $1,015,871 for the fiscal year ended December
31, 2003. We are subject to all of the risks, expenses, delays, problems and
difficulties frequently encountered in the establishment of a new business.

LIQUIDITY AND CAPITAL RESOURCES

      As of December 31, 2003, we had a cash balance of $37,804. Based on such
cash and other proceeds, we have been able to conduct our current operations but
such proceeds and other resources will not be sufficient to satisfy our cash
requirements for the next twelve months. Therefore, we will be required to raise
additional funds in the very near future. During the next few months, we will
consider raising additional funds through equity or debt offerings. If
successful in raising funds, we will endeavor to expand the marketing and
product service offerings of our external CD-RW and our units that combine
certain CD-RW/DVD/HDD/MP3 functions and/or develop or acquire additional
business operations. During 2004, we anticipate performing product research and
development for MP3 wireless products, but do not anticipate purchasing or
selling plant or significant equipment, or incurring significant changes in the
number of our employees.


                                       11
<PAGE>

OFF-BALANCE SHEET ARRANGEMENTS

      We have never entered into any off-balance sheet financing arrangements
and have never established any special purpose entities. We have not guaranteed
any debt or commitments of other entities or entered into any options on
non-financial assets.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

      This discussion and analysis of our financial condition and results of
operations are based on our financial statements that have been prepared under
accounting principles generally accepted in the United States of America. We
prepare our financial statements in conformity with accounting principles
generally accepted in the United States of America. Associated with this, we
believe the following are our most critical accounting policies in that they are
the most important to the portrayal of our financial condition and results and
require our management's most difficult, subjective or complex judgments. Actual
results could materially differ from those estimates. We have disclosed all
significant accounting policies in the notes to the financial statements
included in this Form 10-KSB. The financial statements and the related notes
thereto should be read in conjunction with the following discussion of our
critical accounting policies. Our critical accounting policies are:

Revenue recognition

      We recognize revenue from the sale of goods when persuasive evidence of an
arrangement exists, delivery of the product has occurred, the selling price to
the buyer is fixed or determinable, and the collectibility is reasonably assured

Intangible Assets

      We account for our intangible assets in accordance with SFAS No.142,
"Goodwill and Other Intangible Assets." Intangible assets with an indefinite
life are not amortized. Intangible assets with a definite life are amortized on
a straight-line basis over their estimated useful lives. Indefinite lived assets
will tested for impairment annually, and will be tested for impairment between
annual tests if an event occurs or circumstances change that would indicate that
the carrying amount may be impaired. Intangible assets with a definite life are
tested for impairment whenever events or circumstances indicate that the
carrying amount may not be recoverable. An impairment loss would be recognized
when the carrying amount of the patent exceeds the estimated undiscounted cash
flows used in determining the fair value of the asset. The amount of the
impairment loss to be recorded is calculated by the excess of the asset's
carrying value over its fair value. Fair value is generally determined using a
discounted cash flow analysis. Costs related to internally developed patents are
expensed as incurred.

Allowance for Doubtful Accounts

      We regularly monitor and assess our risk of not collecting amounts owed to
us by our customers. This evaluation is based upon a variety of factors
including: an analysis of amounts current and past due along with relevant
history and facts particular to the customer. Based upon the results of this
analysis, we record an allowance for uncollectible accounts for this risk. This
analysis requires us to make significant estimates, and changes in facts and
circumstances could result in material changes in the allowance for doubtful
accounts.


                                       12
<PAGE>

Impairment on Tangible and Intangible Assets

      We review our long-lived assets and identifiable intangibles for
impairment whenever events or changes in circumstances indicate that the
carrying amount of the asset may not be recoverable. In performing the review
for recoverability, we estimate the future cash flows expected to result from
the use of the asset and its eventual disposition. If the sum of the expected
future cash flows (undiscounted and without interest charges) is less than the
carrying amount of the asset, an impairment loss is recognized. Otherwise, an
impairment loss is not recognized. Measurement of an impairment loss for
long-lived assets and identifiable intangibles would be based on the fair value
of the asset.

Recent Accounting Pronouncements

      In December 2002, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure
- an amendment of FASB Statement No. 123." SFAS No. 148 amends SFAS No. 123,
"Accounting for Stock Based Compensation" and provides alternative methods for
accounting for a change by registrants to the fair value method of accounting
for stock-based compensation. Additionally, SFAS No. 148 amends the disclosure
requirements of SFAS No. 123 to require disclosure in the significant accounting
policy footnote of both annual and interim financial statements of the method of
accounting for stock based-compensation and the related pro-forma disclosures
when the intrinsic value method continues to be used. The statement is effective
for fiscal years beginning after December 15, 2002, and disclosures are
effective for the first fiscal quarter beginning after December 15, 2002.

      In January 2003, (as revised in December 2003) the FASB issued
Interpretation No. 46, "Consolidation of Variable Interest Entities", an
interpretation of Accounting Research Bulletin ("ARB") No. 51, "Consolidated
Financial Statements". Interpretation No. 46 addresses consolidation by business
enterprises of variable interest entities, which have one or both of the
following characteristics: (i) the equity investment at risk is not sufficient
to permit the entity to finance its activities without additional subordinated
support from other parties, which is provided through other interest that will
absorb some or all of the expected losses of the entity; (ii) the equity
investors lack one or more of the following essential characteristics of a
controlling financial interest: the direct or indirect ability to make decisions
about the entities activities through voting rights or similar rights; or the
obligation to absorb the expected losses of the entity if they occur, which
makes it possible for the entity to finance its activities; the right to receive
the expected residual returns of the entity if they occur, which is the
compensation for the risk of absorbing the expected losses.

      Interpretation No. 46, as revised (46R), also requires expanded
disclosures by the primary beneficiary (as defined therein) of a variable
interest entity and by an enterprise that holds a significant variable interest
in a variable interest entity but is not the primary beneficiary.

      Interpretation No. 46R, applies to small business issuers no later than
the end of the first reporting period that ends after December 15, 2004. This
effective date includes those entities to which Interpretation 46 had previously
been applied. However, prior to the required application of Interpretation No.
46, a public entity that is a small business issuer shall apply Interpretation
46 or Interpretation 46R to those entities that are considered to be
special-purpose entities no later than as of the end of the first reporting
period that ends after December 15, 2003. Interpretation No. 46R may be applied
prospectively with a cumulative-effect adjustment as of the date on which it is
first applied or by restating previously issued financial statements for one or
more years with a cumulative-effect adjustment as of the beginning of the first
year restated.

      In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133
on Derivative Instruments and Hedging Activities". SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities". The
changes in SFAS No. 149 improve financial reporting by requiring that contracts
with comparable characteristics be accounted for similarly. This statement is
effective for contracts entered into or modified after September 30, 2003 and
all of its provisions should be applied prospectively.

      In May 2003, the FASB issued SFAS No. 150, "Accounting For Certain
Financial Instruments with Characteristics of both Liabilities and Equity". SFAS
No. 150 changes the accounting for certain financial instruments with
characteristics of both liabilities and equity that, under previous
pronouncements, issuers could account for as equity. The new accounting guidance
contained in SFAS No. 150 requires that those instruments be classified as
liabilities in the balance sheet.

      SFAS No. 150 affects the issuer's accounting for three types of
freestanding financial instruments. One type is mandatorily redeemable shares,
which the issuing company is obligated to buy back in exchange for cash or other
assets. A second type includes put options and forward purchase contracts, which
involves instruments that do or may require the issuer to buy back some of its
shares in exchange for cash or other assets. The third type of instruments that
are liabilities under SFAS No. 150 are obligations that can be settled with
shares, the monetary value of which is fixed, tied solely or predominantly to a
variable such as a market index, or varies inversely with the value of the
issuers' shares. SFAS No. 150 does not apply to features embedded in a financial
instrument that is not a derivative in its entirety.

      Most of the provisions of SFAS No. 150 are consistent with the existing
definition of liabilities in FASB Concepts Statement No. 6, "Elements of
Financial Statements". The remaining provisions of this Statement are consistent
with the FASB's proposal to revise that definition to encompass certain
obligations that a reporting entity can or must settle by issuing its own
shares. This Statement shall be effective for financial instruments entered into
or modified after May 31, 2003 and otherwise shall be effective at the beginning
of the first interim period beginning after June 15, 2003, except for
mandatorily redeemable financial instruments of a non-public entity, as to which
the effective date is for fiscal periods beginning after December 15, 2004.

      We do not expect the impact from the aforementioned statements,
pronouncements to have a material impact on our consolidated financial position
or results of operations.

FORWARD LOOKING STATEMENTS

      Certain statements in this Annual Report on Form 10-KSB, under the
sections "Plan of Operation," "Description of Business" and elsewhere relate to
future events and expectations and as such constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. The words "believes," "anticipates," "plans," "expects," and similar
expressions are intended to identify forward-looking statements. Such
forward-looking statements involve known and unknown risks, uncertainties, and
other factors which may cause the actual results, performance or achievements of
us to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements and to vary
significantly from reporting period to reporting period. These forward looking
statements were based on various factors and were derived utilizing numerous
important assumptions and other factors that could cause actual results to
differ materially from those in the forward looking statements, including, but
not limited to: uncertainty as to our future profitability and our ability to
develop and implement operational and financial systems to manage rapidly
growing operations, competition in our existing and potential future lines of
business, and other factors. Other factors and assumptions not identified above
were also involved in the derivation of these forward looking statements, and
the failure of such other assumptions to be realized, as well as other factors,
may also cause actual results to differ materially from those projected. We
assume no obligation to update these forward looking statements to reflect
actual results, changes in assumptions or changes in other factors affecting
such forward looking statements.

ITEM 7.  FINANCIAL STATEMENTS

      Our financial statements and the footnotes thereto are included in the
section beginning on page F-1.

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

        None.

ITEM 8A. CONTROLS AND PROCEDURES

         a. Evaluation of Disclosure Controls and Procedures:

      Disclosure controls and procedures are designed to ensure that information
required to be disclosed in the reports filed or submitted under the Exchange
Act is recorded, processed, summarized and reported, within the time periods
specified in the SEC's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in the reports filed under the Exchange Act
is accumulated and communicated to management, including the Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. As of the end of the period covered by this
report, we carried out an evaluation, under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures. Based upon and as of the date of
that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures are effective to ensure
that information required to be disclosed in the reports we file and submit
under the Exchange Act is recorded, processed, summarized and reported as and
when required.

b.    Changes in Internal Controls:

      There were no changes in our internal controls or in other factors that
could have significantly affected those controls subsequent to the date of our
most recent evaluation.

                                       13
<PAGE>

                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth the names, ages and positions of our executive
officers and directors.

 NAME                   AGE    POSITION
 Moreal Chu............  42    Chief Executive Officer, President and Director
 Starcia Chang.........  42    Chief Financial Officer, Secretary and Director
 Sam Tseng.............  46    Director
 Pascal Chu............  45    Director
 Lin-Rong Chu..........  44    Director

      The following family relationships exist between or among our executive
officers and directors: Moreal Chu and Starcia Chang are married and Moreal Chu,
Lin-Rong Chu and Pascal Chu are all siblings. No other family relationships
exist.

      MOREAL CHU has been our Chief Executive Officer, President and a member of
our Board of Directors since May 2003. Since June 2003, Mr. Chu has served as
the Chief Executive Officer of Visual Frontier Precision Corp., a subsidiary of
ours. Since 1998, he has also served as President and General Manager of Visual
Frontier Enterprise Co., Ltd. Mr. Chu graduated from the National Taipei
University of Technology with a degree in industrial design.

      STARCIA CHANG has been our Chief Financial Officer, Secretary and a member
of our Board of directors since May 2003. Since June 2003, Ms. Chang has served
as the Chief Financial Officer of Visual Frontier Precision Corp. Since 2002,
she has served as General Auditor, Business Manager and Deputy General Manager
of Visual Frontier Enterprise Co., Ltd. Ms. Chang has a background in management
and sales and has worked at publicly held companies such as Delta Electronics,
Inc. and Slimax International Inc. Ms. Chang graduated with a law degree from Fu
Jen Catholic University.

      SAM TSENG has been a member of our Board of Directors since May 2003.
Since June 2003, Mr. Tseng has served as the Executive Deputy General Manager
and a member of the Board of Directors of Visual Frontier Precision Corp. Since
2001, he has served as Manager of Product Development of Visual Frontier
Enterprise Co., Ltd. Prior to that, Mr. Tseng was with Slimax International
Inc. and Enlight Corporation. Mr. Tseng studied mechanical engineering at the
National Taipei University of Technology.

      PASCAL CHU has been a member of our Board of Directors since May 2003.
Since June 2003, Mr. Chu has served as the Project Manager and a member of the
Board of Directors of Visual Frontier Precision Corp. Since 2001, he has been
responsible for production management, model development and marketing for
Visual Frontier Enterprise Co., Ltd. Prior to that, Mr. Chu worked at Good Will
Instrument Co., Ltd. Mr. Chu graduated from National Chin Yi Institute of
Technology with a degree in electrical engineering.

      LIN-RONG CHU has been a member of our Board of Directors since May 2003.
Since June 2003, Ms. Chu has been the President and a member of the Board of
Directors of Visual Frontier Precision Corp. From 1998 to 2001, Ms. Chu was an
employee of New York Life Insurance Taiwan Corporation.

BOARD COMMITTEES AND DESIGNATED DIRECTORS

      The Board of Directors currently does not have any committees. As our new
Board has only been in place since May 2003, we have not been able to formally
establish committees of the Board. The Board of Directors intends, however, to
establish the following committees in 2004: a Compensation Committee, an Audit
Committee and a Nominating Committee. The Board of Directors will take all
reasonable actions to ensure that one of the members of the Audit Committee will
be an "audit committee financial expert," as such term is defined in the rules
of the Securities and Exchange Commission (the "SEC").


                                       14
<PAGE>

                  COMPLIANCE WITH SECTION 16(A) OF EXCHANGE ACT

      Based on our review of the Company's documents and inquiry with its
managements and accountants, we believe that during fiscal year 2003, none of
the officers, directors, and greater than ten-percent beneficial owners complied
with the applicable filing requirements of Section 16(a) of the Securities
Exchange Act of 1934. Each officer and director intends to file the forms
required by Section 16(a) of the Exchange Act in 2004.

                                 CODE OF ETHICS

      On April 14, 2004, we adopted a code of ethics that applies to our
officers, employees and directors, including our Chief Executive Officer and
President and Secretary (principal executive officer) and Chief Financial
Officer (principal financial and accounting officer), and other persons who
perform similar functions. A copy of our Code of Business Conduct and Ethics is
filed as an exhibit to this Annual Report on Form 10-KSB. Our Code of Business
Conduct and Ethics is intended to be a codification of the business and ethical
principles which guide us, and to deter wrongdoing, to promote honest and
ethical conduct, to avoid conflicts of interest, and to foster full, fair,
accurate, timely and understandable disclosures, compliance with applicable
governmental laws, rules and regulations, the prompt internal reporting of
violations and accountability for adherence to this Code.

ITEM 10. EXECUTIVE COMPENSATION

      The following table sets forth all cash compensation paid by us, as well
as certain other compensation paid or accrued, during our last fiscal year to
the Chief Executive Officer and President. During the last fiscal year, none of
our other officers had salary and bonus greater than $100,000.

<TABLE>
<CAPTION>

                                                            Annual Compensation
                                                   ----------------------------------------
                                       Fiscal                                                      All Other
   Name/Principal Position             Year        Salary ($)      Bonus ($)       Other ($)        Comp. ($)
   -----------------------            ------       ---------       ---------       --------        ----------
<S>                                    <C>         <C>              <C>            <C>              <C>
   Moreal Chu,                         2003        $45,029          $-             $-               $-
   President and General Manager

</TABLE>
                        OPTION GRANTS IN LAST FISCAL YEAR

      We did not grant any stock options to the named executive officers or any
other employees during 2003.

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES

      We did not grant any stock options to the named executive officers or any
other employees during 2003 nor do we have any stock options outstanding as of
December 31, 2003.

DIRECTOR COMPENSATION

      None of our directors received any compensation or was reimbursed for any
fees in connection with each director's service as a member of the Board.
Directors are not precluded from serving us in any other capacity and receiving
compensation therefore.

EMPLOYMENT AGREEMENTS

      We have employment agreements with each of our 43 employees, including our
officers. Each of these agreements restricts an employee from working for a
competitor or an affiliate of a competitor for two years from the date such
employee's employment with us is terminated. None of these employment agreements
contains any compensatory plans or arrangements, including payments from us to
such employees, that result from the resignation, retirement or other
termination of an employee or upon any change in control of us.



                                       15
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth, as of March 1, 2004, certain information
concerning the beneficial ownership of our common stock by (i) each stockholder
known by us to own beneficially five percent or more of our outstanding common
stock; (ii) each director; (iii) each executive officer; and (iv) all of our
executive officers and directors as a group, and their percentage ownership and
voting power.

<TABLE>
<CAPTION>
                                                                         SHARES
                                                                      BENEFICIALLY              PERCENT OF SHARES
NAME AND ADDRESS OF BENEFICIAL OWNER                                   OWNED (1)                BENEFICIALLY OWNED

<S>                                                                 <C>                             <C>
J. Michael Page
1445 Marpole Avenue #409
Vancouver, British Columbia V6h 1S5 Canada..............               4,000,500                      9.0%
Moreal Chu
   No.19, Lane 1, Dairoung Rd., Sindian City, Taipei
   County 231, Taiwan ROC...............................               2,000,000                      5.9%
Starcia Chang
   No. 19, Lane 1, Dairoung Rd., Sindian City Taipei
   County 231, Taiwan (ROC).............................                   -                            -
Sam Tseng
   7F., No. 3, Lane 82, Jhuangjing Rd., Jhongli City,
   Taoyuan County 320, Taiwan (ROC).....................               1,000,000                      2.3%
Pascal Chu
  No. 13, Yule St., Gueishan Township, Taoyuan County 333,
  Taiwan (ROC)..........................................               1,000,000                      2.3%
Lin-Rong Chu
  No. 13, Yule St., Gueishan Township, Taoyuan County 333,
  Taiwan (ROC)..........................................               1,409,000                      3.2%
All executive officers and directors
   as a group (5 persons)...............................               5,409,000                     13.6%
-----------
</TABLE>

1)       Except as indicated in the footnotes to this table and pursuant to
         applicable community property laws, to the best of our knowledge the
         persons named in the table have sole voting and investment power with
         respect to all shares of common stock.

                      EQUITY COMPENSATION PLAN INFORMATION

      We do not have any equity compensation plans.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      In July 2003, we purchased approximately $ 409,000 of inventory and
approximately $604,000 of property, plant and equipment from a company that is
managed by Moreal Chu.

      During 2003, we entered into an asset purchase agreement with a company
managed by Moreal Chu. This related company also provided a short-term,
non-interest-bearing advance to us in the amount of approximately $540,000 to
provide us with working capital.

      During 2003, we entered into a patent purchase agreement with
Chi-Dian-Lian Corp., a company whose president is by Moreal Chu, our Chief
Executive Officer; President and a member of our Board of Directors. The cost of
the patent was $453,824.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K 50.

      A) EXHIBITS

      The following exhibits are filed herewith or are incorporated herein by
reference, as indicated.


                                       16
<PAGE>

Number   Description

2.1   Stock Purchase Agreement, dated as of May 27, 2003, by and between Visual
      Frontier, Inc., formerly Test Technology, Inc., a Delaware corporation and
      Visual Frontier (BVI) Ltd., a British Virgin Islands corporation
      (incorporated herein by reference to Exhibit 3.1 to the Registrant's
      Current Report on Form 8-K filed with the SEC on June 10, 2003).

3.1(a)Certificate of Incorporation of the Registrant (incorporated herein by
      reference to Exhibit 3.1 to the Registration Statement on Form SB-2 filed
      with the SEC on August 8, 2001)

3.1(b)Amendment to Certificate of Incorporation of the Registrant (incorporated
      herein by reference to the Definitive Information Statement on Schedule
      14C filed with the SEC on March 17, 2003).

3.2   Amended & Restated By-laws of the Registrant.

14    Code of Business Conduct and Ethics.

21    Subsidiaries of the Registrant.

31.1  Certification of Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.

31.2  Certification of Chief Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.

32    Certification of Chief Executive Officer and Chief Financial Officer
      Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


B)    REPORTS ON FORM 8-K

       None.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

      During fiscal years ended December 31, 2002 and 2003, our principal
independent auditor was Weinberg & Company, P.A. The following are the services
provided and the amount billed:

AUDIT FEES

      The aggregate fees billed by Weinberg & Company, P.A. for professional
services rendered for the audit of the Company's annual financial statements for
the fiscal years ended December 31, 2003 and 2002, and for the review of the
financial statements included in the Company's Quarterly Reports on Form 10-QSB
for fiscal years 2003 and 2002 were $57,500 and $4,665, respectively.

AUDIT RELATED FEES

      Other than the fees described under the caption "Audit Fees" above,
Weinberg & Company, P.A. did not bill any fees for services rendered to us
during fiscal years 2003 and 2002 for assurance and related services in
connection with the audit or review of our consolidated financial statements.

TAX FEES

      There were no fees billed by Weinberg & Company, P.A. for tax services
during the fiscal years ended December 31, 2003 and 2002.

ALL OTHER FEES

      There were no fees billed by Weinberg & Company, P.A. for other
professional services rendered during the fiscal years ended December 31, 2003
and 2002.

PRE-APPROVAL OF SERVICES

      The board pre-approves all services, including audit services, provided by
our independent accountants. For audit services, the independent auditor
provides the board with an engagement letter outlining the scope of the audit
services proposed to be performed during the year, which must be formally
accepted by the board before the audit commences. In 2003, our independent
auditor only provided audit services for us.


                                       17
<PAGE>

<TABLE>
<CAPTION>

                         VISUAL FRONTIER, INC. INDEX TO
                        CONSOLIDATED FINANCIAL STATEMENTS


 <S>                                                                                                         <C>
  Independent auditors' report                                                                                F-2
  Consolidated balance sheet as of December 31, 2003                                                          F-3
  Consolidated statement of operations for the year ended December 31, 2003                                   F-4
  Consolidated statement of changes in stockholders' equity for the year ended December 31, 2003              F-5
  Consolidated statement of cash flows for the year ended December 31, 2003                                   F-6
  Notes to financial statements                                                                               F-7
</TABLE>




                                      F-1
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors of:
  Visual Frontier, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheet of Visual Frontier,
Inc. and Subsidiaries as of December 31, 2003 and the related consolidated
statement of operations, changes in stockholders' equity and cash flows for the
year then ended. These consolidated financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly in all material respects, the financial position of Visual Frontier, Inc.
and Subsidiaries as of December 31, 2003 and the results of their operations and
their cash flows for the year then ended in conformity with accounting
principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 8 to the
consolidated financial statements, the Company has a net loss of $1,015,871, a
negative cash flow from operations of $975,785 for the year ended December 31,
2003 and a working capital deficiency of $1,207,920 as of December 31, 2003.
These factors raise substantial doubt about its ability to continue as a going
concern. Management's plans concerning this matter are also described in Note 8.
The accompanying consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


WEINBERG & COMPANY, P.A.


Boca Raton, Florida
April 8, 2004


                                      F-2
<PAGE>

<TABLE>
<CAPTION>

                     VISUAL FRONTIER, INC. AND SUBSIDIARIES
                      (FORMERLY AIR TEST TECHNOLOGY, INC.)
                        CONSOLIDATED BALANCE SHEET AS OF
                               DECEMBER 31, 2003

                                                                   ASSETS


CURRENT ASSETS
<S>                                                                                                      <C>
   Cash                                                                                                  $      37,804
   Accounts receivable                                                                                          43,518
   Notes receivable-trade                                                                                       24,665
   Inventories                                                                                                 356,764
   Prepaid expenses and other current assets                                                                   181,810
                                                                                                         -------------
      Total Current Assets                                                                                     644,561

Property, plant and equipment, net                                                                             936,290
Patent, net                                                                                                    450,042
Deposits                                                                                                        23,671
                                                                                                         -------------

TOTAL ASSETS                                                                                             $   2,054,564
------------                                                                                             =============

                                          LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Notes payable-trade                                                                                   $     139,010
   Accounts payable                                                                                            388,202
   Accrued expenses                                                                                            127,706
   Due to related parties                                                                                    1,180,679
   Other current liabilities                                                                                    16,884
                                                                                                         -------------
      Total Current Liabilities                                                                              1,852,481
                                                                                                         -------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
   Common stock, $0.0001 par value, 50,000,000 shares authorized,
   44,400,000 shares issued and outstanding                                                                      4,440
   Additional paid-in capital                                                                                1,206,114
   Accumulated deficit                                                                                      (1,015,871)
   Accumulated other comprehensive income                                                                        7,400
                                                                                                         -------------
      Total Stockholders' Equity                                                                               202,083
                                                                                                         -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                               $   2,054,564
------------------------------------------                                                               =============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-3
<PAGE>

<TABLE>
<CAPTION>

                     VISUAL FRONTIER, INC. AND SUBSIDIARIES
                      (FORMERLY AIR TEST TECHNOLOGY, INC.)
                      CONSOLIDATED STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 2003

<S>                                                                                                      <C>
REVENUES                                                                                                 $   1,395,112

COST OF GOODS SOLD                                                                                           1,350,708
                                                                                                         -------------

GROSS PROFIT                                                                                                    44,404
                                                                                                         -------------
OPERATING EXPENSES
   Selling, general and administrative                                                                         969,667
   Depreciation and amortization                                                                                94,922
                                                                                                         -------------
      Total Operating Expenses                                                                               1,064,589
                                                                                                         -------------

LOSS FROM OPERATIONS                                                                                        (1,020,185)
                                                                                                         -------------

OTHER INCOME
   Interest income                                                                                                 131
   Gains on currency exchange                                                                                      102
   Other income                                                                                                  4,081
                                                                                                         -------------
      Total Other Income                                                                                         4,314
                                                                                                         -------------

NET LOSS                                                                                                 $  (1,015,871)
--------                                                                                                 =============

Net loss per share - basic and diluted                                                                   $       (0.02)
                                                                                                         =============

Weighted average number of shares outstanding - basic and diluted                                           41,030,769
                                                                                                         =============

</TABLE>
          See accompanying notes to consolidated financial statements.


                                      F-4
<PAGE>

<TABLE>
<CAPTION>
                     VISUAL FRONTIER, INC. AND SUBSIDIARIES
                      (FORMERLY AIR TEST TECHNOLOGY, INC.)
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                      FOR THE YEAR ENDED DECEMBER 31, 2003




                                                                                                          Accumulated
                                             Common Stock                                                    Other
                                      ----------------------------     Additional       Accumulated      Comprehensive
                                         Shares          Amount      Paid-In Capital      Deficit           Income          Total
                                      ------------      ----------     -----------      -----------      -----------    -----------

<S>               <C> <C>               <C>             <C>            <C>              <C>              <C>            <C>
Balance, December 31, 2002              36,000,000      $    3,600     $    24,971      $         -      $         -    $    28,571

Recapitalization as a result of
    merger in May 2003                   8,400,000             840            (840)               -                -              -

Return of common stock                  (4,000,000)           (400)            400                -                -              -

Common stock issued for cash             4,000,000             400       1,181,583                -                -      1,181,983

Other comprehensive income:
Net loss                                         -               -               -       (1,015,871)               -
Foreign currency translation gain                -               -               -                -            7,400
Total other comprehensive income                                                                                         (1,008,471)
                                      ------------      ----------     -----------      -----------      -----------    -----------

BALANCE, DECEMBER 31, 2003              44,400,000      $    4,440     $ 1,206,114      $(1,015,871)     $     7,400    $   202,083
--------------------------            ============      ==========     ===========      ===========      ===========    ===========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                      F-5
<PAGE>

<TABLE>
<CAPTION>
                     VISUAL FRONTIER, INC. AND SUBSIDIARIES
                      (FORMERLY AIR TEST TECHNOLOGY, INC.)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                       FOR THE YEAR ENDED DECEMBER 31, 2003


CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                              <C>
   Net loss                                                                                      $     (1,015,871)
   Adjustments to reconcile net loss to net cash used in operating activities:
        Depreciation and amortization                                                                      94,922
   Changes in operating assets and liabilities:
        Accounts receivable                                                                               (43,514)
        Notes receivable-trade                                                                            (24,665)
        Inventories                                                                                      (356,764)
        Prepaid expenses and other current assets                                                        (181,810)
        Notes payable-trade                                                                               139,010
        Accounts payable                                                                                   22,154
        Accrued expenses                                                                                  127,706
        Due to related parties                                                                            246,163
        Other current liabilities                                                                          16,884
                                                                                                 ----------------
              Net Cash Used In Operating Activities                                                      (975,785)
                                                                                                 ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of patent                                                                                     (57,543)
   Purchases of property, plant and equipment                                                            (685,057)
                                                                                                 ----------------
              Net Cash Used In Investing Activities                                                      (742,600)
                                                                                                 ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from related party loans                                                                      538,235
   Proceeds from issuance of common stock                                                               1,210,554
                                                                                                 ----------------
              Net Cash Provided By Financing Activities                                                 1,748,789
                                                                                                 ----------------

   Effect of foreign currency exchange translation                                                          7,400
                                                                                                 ----------------

NET INCREASE IN CASH                                                                                       37,804

CASH - BEGINNING OF YEAR                                                                                        -
                                                                                                 ----------------

CASH - END OF YEAR                                                                               $         37,804
------------------                                                                               ================
</TABLE>

Supplemental disclosure of non-cash investing and financing activities:

During the year ended December 31, 2003, the Company purchased $366,048 of
property, plant and equipment for which has not been paid. This is included in
accounts payable.

During the year ended December 31, 2003, the Company purchased a patent from a
company in which the Company's president is also the president. The patent cost
$453,824, however, $396,281 has not been paid and is included in Due to Related
Parties on the balance sheet.


                                      F-6
<PAGE>

                            VISUAL FRONTIER, INC. AND
                SUBSIDIARIES (FORMERLY AIR TEST TECHNOLOGY, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2003


NOTE 1    DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

On May 27, 2003, Visual Frontier, Inc., ("Visual" or "legal acquirer") formerly
known as Air Test Technology, Inc. ("Air Test") acquired 100% of the stock of
Visual Frontier (BVI), Ltd. ("BVI" or "acquiree" or "accounting acquirer") from
its stockholders in exchange for 36,000,000 shares of Air Test common stock,
which represented 81% of the outstanding common stock after the acquisition.
BVI, who had its name changed from Boventure Holdings Limited on January 24,
2003, was incorporated in the British Virgin Islands on August 16, 2002 and did
not have any assets, liabilities or operations until 2003. BVI also owns 100% of
Visual Frontier Precision Corp. ("Precision"), which was incorporated under the
Company Law of Republic of China on June 7, 2003. Precision is mainly engaged in
the design and manufacture of optical storage and electronic accessories.
Optical storage products include CD-ROM, DVD-ROM, and CD-RW, CD-RW+DVD
combination drives, and DVD + RW drives, and optical storage media discs for
these types of drives. The accessories include keyboards, mice, floppy disk
drives, audio and graphic cards and modems.

As a result of the exchange agreement, the reorganization was treated as an
acquisition by the acquiree that is being accounted for as a recapitalization
and as a reverse merger by the legal acquirer for accounting purposes. Pursuant
to the recapitalization, all capital stock shares and amounts and per share data
have been retroactively restated.

During May 2003, the Board of Directors approved the change in Air Test's name
from Air Test Technology, Inc. to Visual Frontier, Inc. (the "Company") to more
accurately reflect the current operations of the Company as a result of the
reverse merger and recapitalization.

Accordingly, the financial statements include the following:

(1)   The balance sheet consists of the net assets of the legal acquirer at
      historical cost and the net assets of the accounting acquirer at
      historical cost.

(2)   The statements of operations include the operations of the accounting
      acquirer for the period presented and the operations of the legal acquirer
      from the date of the merger.


                                      F-7
<PAGE>

                            VISUAL FRONTIER, INC. AND
                SUBSIDIARIES (FORMERLY AIR TEST TECHNOLOGY, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2003

The Company was formed on August 16, 2002 and was previously in the development
stage through August 6, 2003.

(A)   Basis of Presentation

The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles in the United States of
America and the rules and regulations of the Securities and Exchange Commission.
Comparative information from the fiscal year ended December 31, 2002 is not
presented as the Company did not have any operations during 2002.

(B)   Principles of Consolidation

The accompanying consolidated financial statements include the accounts of
Visual and its wholly owned subsidiaries, BVI and Precision. All significant
inter-company transactions and balances have been eliminated in consolidation.

(C)   Use of Estimates

In preparing financial statements in conformity with generally accepted
accounting principles in the United States of America, management is required 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 financial statements and revenues and expenses during the reported
period. Actual results could differ from those estimates.

(D)   Cash

Cash consists of deposits held in financial institutions.

(E)   Revenue Recognition

The Company recognizes revenue from the sale of goods when persuasive evidence
of an arrangement exists, delivery of the product has occurred, the selling
price to the buyer is fixed or determinable, and the collectibility is
reasonably assured.

(F)   Notes Receivable-Trade

Notes receivable represent post-dated checks, as allowed by Taiwanese law, that
the Company has received from its customers for goods or services delivered.
These checks are due and payable on demand on the date indicated on the face of
the check when presented at the company's bank for deposit.

(G)   Inventories

Inventories are stated at the lower of cost, determined by the weighted average
method, or market. Management performs periodic assessments to determine the
existence of obsolete, slow-moving and non-salable inventories and records
necessary provisions to reduce such inventories to net realizable value.

(H)   Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation
and amortization. Depreciation of property, plant and equipment is computed
using the straight-line method over the estimated useful lives of the assets.
Leasehold improvements are amortized over the estimated useful lives of the
improvements or the term of the lease, whichever is shorter.


                                      F-8
<PAGE>

                            VISUAL FRONTIER, INC. AND
                SUBSIDIARIES (FORMERLY AIR TEST TECHNOLOGY, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2003

Gains and losses on disposal of property, plant and equipment are recorded as
non-operating income or expenses. Interest from borrowings obtained to finance
the acquisition or construction of property, plant and equipment is capitalized.
Maintenance and repairs are expensed when incurred; major additions,
improvements and replacement expenditures are capitalized.

(I) Impairment of Long-Lived Assets

The Company reviews long-lived assets for impairment under SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets." Long-lived
assets to be held and used are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. The carrying amount of a long-lived asset is not recoverable if
it exceeds the sum of the undiscounted cash flows expected to result from the
use and eventual disposition of the asset. Long-lived assets to be disposed of
are reported at the lower of carrying amount or fair value less cost to sell.

(J) Patent

The patent is recorded at cost less accumulated amortization. The patent has
been determined to have a 10 year life (See Note 5). The patent relates to
certain technologies that are incorporated into the Company's
products. Amortization relating to the patent was $3,782 for the year ended
December 31, 2003. Amortization expense for each of the next five years is
estimated to be $45,000 per year.

The Company accounts for the patent in accordance with SFAS No.142, "Goodwill
and Other Intangible Assets." The patent will be tested for impairment whenever
events or circumstances indicate that the carrying amount may not be
recoverable. An impairment loss would be recognized when the carrying amount of
the patent exceeds the estimated undiscounted cash flows used in determining the
fair value of the patent. The amount of the impairment loss to be recorded is
calculated by the excess of the asset's carrying value over its fair value. Fair
value is generally determined using a discounted cash flow analysis. Costs
related to internally developed patents are expensed as incurred.

(K) Notes Payable-Trade

Notes payable represents post-dated checks, as allowed by Taiwanese law, that
the Company has issued to its vendors for goods or services received. These
checks are due and payable on demand on the date indicated on the face of the
check when presented at the vendor's bank for deposit.

(L) Income Taxes

The Company accounts for income taxes under the FASB SFAS No. 109 "Accounting
for Income Taxes". Under SFAS No. 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax basis. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. Under
SFAS No. 109, the effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income in the period that includes the enactment
date. There was no current or deferred income tax expense or benefit for the
year ended December 31, 2003, and any deferred tax asset arising from the
current periods net operating loss has been fully offset by a 100% valuation
allowance.

(M) Earnings (Loss) Per Share

Basic net income (loss) per common share is computed based on the weighted
average common shares outstanding during the year as defined by SFAS No. 128,
"Earnings Per Share". Diluted net income (loss) per common share is computed
based on the weighted average common shares and common stock equivalents
outstanding during the year as defined by SFAS No. 128. There are no common
stock equivalents outstanding and if there were, they would not be considered in
computing diluted net loss per common share as the effect would be
anti-dilutive.


                                      F-9
<PAGE>

                            VISUAL FRONTIER, INC. AND
                SUBSIDIARIES (FORMERLY AIR TEST TECHNOLOGY, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2003

(N) Foreign Currency Translation

The functional currency of Visual is the New Taiwan dollar. Financial statements
for this entity are translated into United States dollars at year-end exchange
rates as to assets and liabilities and weighted average exchange rates as to
revenues and expenses. Capital accounts are translated at their historical
exchange rates when the capital transactions occurred.

(O) Comprehensive Income (Loss)

The Company accounts for Comprehensive Income (Loss) under the SFAS No. 130,
"Reporting Comprehensive Income". SFAS No. 130 establishes standards for
reporting and the display of comprehensive income and its components.

The foreign currency translation gain resulting from the translation of the
financial statements of Visual expressed in New Taiwan dollars to United States
dollars was $7,400 and is reported as Other Comprehensive Income in the
condensed consolidated Statement of Changes in Stockholders' Equity.

(P)  Recent Accounting Pronouncements

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure - an amendment of FASB Statement No.
123." SFAS No. 148 amends SFAS No. 123, "Accounting for Stock Based
Compensation" and provides alternative methods for accounting for a change by
registrants to the fair value method of accounting for stock-based compensation.
Additionally, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to
require disclosure in the significant accounting policy footnote of both annual
and interim financial statements of the method of accounting for stock
based-compensation and the related pro-forma disclosures when the intrinsic
value method continues to be used. The statement is effective for fiscal years
beginning after December 15, 2002, and disclosures are effective for the first
fiscal quarter beginning after December 15, 2002.

In January 2003, (as revised in December 2003) The Financial Accounting
Standards Board ("FASB") issued Interpretation No. 46, "Consolidation of
Variable Interest Entities", an interpretation of Accounting Research Bulletin
("ARB") No. 51, "Consolidated Financial Statements". Interpretation No. 46
addresses consolidation by business enterprises of variable interest entities,
which have one or both of the following characteristics: (i) the equity
investment at risk is not sufficient to permit the entity to finance its
activities without additional subordinated support from other parties, which is
provided through other interest that will absorb some or all of the expected
losses of the entity; (ii) the equity investors lack one or more of the
following essential characteristics of a controlling financial interest: the
direct or indirect ability to make decisions about the entities activities
through voting rights or similar rights; or the obligation to absorb the
expected losses of the entity if they occur, which makes it possible for the
entity to finance its activities; the right to receive the expected residual
returns of the entity if they occur, which is the compensation for the risk of
absorbing the expected losses.

Interpretation No. 46, as revised (46R), also requires expanded disclosures by
the primary beneficiary (as defined) of a variable interest entity and by an
enterprise that holds a significant variable interest in a variable interest
entity but is not the primary beneficiary.

Interpretation No. 46R, applies to small business issuers no later than the end
of the first reporting period that ends after December 15, 2004. This effective
date includes those entities to which Interpretation 46 had previously been
applied. However, prior to the required application of Interpretation No. 46, a
public entity that is a small business issuer shall apply Interpretation 46 or
this Interpretation to those entities that are considered to be special-purpose
entities no later than as of the end of the first reporting period that ends
after December 15, 2003.


                                      F-10
<PAGE>

                            VISUAL FRONTIER, INC. AND
                SUBSIDIARIES (FORMERLY AIR TEST TECHNOLOGY, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2003

Interpretation No. 46R may be applied prospectively with a cumulative-effect
adjustment as of the date on which it is first applied or by restating
previously issued financial statements for one or more years with a
cumulative-effect adjustment as of the beginning of the first year restated.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities". SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities". The
changes in SFAS No. 149 improve financial reporting by requiring that contracts
with comparable characteristics be accounted for similarly. This statement is
effective for contracts entered into or modified after September 30, 2003 and
all of its provisions should be applied prospectively.

In May 2003, the FASB issued SFAS No. 150, "Accounting For Certain Financial
Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150
changes the accounting for certain financial instruments with characteristics of
both liabilities and equity that, under previous pronouncements, issuers could
account for as equity. The new accounting guidance contained in SFAS No. 150
requires that those instruments be classified as liabilities in the balance
sheet.

SFAS No. 150 affects the issuer's accounting for three types of freestanding
financial instruments. One type is mandatorily redeemable shares, which the
issuing company is obligated to buy back in exchange for cash or other assets. A
second type includes put options and forward purchase contracts, which involves
instruments that do or may require the issuer to buy back some of its shares in
exchange for cash or other assets. The third type of instruments that are
liabilities under this Statement is obligations that can be settled with shares,
the monetary value of which is fixed, tied solely or predominantly to a variable
such as a market index, or varies inversely with the value of the issuers'
shares. SFAS No. 150 does not apply to features embedded in a financial
instrument that is not a derivative in its entirety.

Most of the provisions of SFAS No. 150 are consistent with the existing
definition of liabilities in FASB Concepts Statement No. 6, "Elements of
Financial Statements". The remaining provisions of this Statement are consistent
with the FASB's proposal to revise that definition to encompass certain
obligations that a reporting entity can or must settle by issuing its own
shares. This Statement shall be effective for financial instruments entered into
or modified after May 31, 2003 and otherwise shall be effective at the beginning
of the first interim period beginning after June 15, 2003, except for
mandatorily redeemable financial instruments of a non-public entity, as to which
the effective date is for fiscal periods beginning after December 15, 2004.

Management does not expect the impact from these statements' pronouncements to
have a material impact on the Company's consolidated financial position or
results of operations.

NOTE 2   ASSET PURCHASES

On July 1 and July 31, 2003, the Company entered into asset purchase agreements
with another company that is managed by an officer of the Company to purchase
property, plant and equipment and inventory, respectively. The related company
is liquidating its business and, as assets are ready for sale, the Company plans
to purchase certain assets. The Company purchased approximately $409,000 of
inventory and approximately $604,000 of property, plant and equipment. During
the year ended December 31, 2003, the Company determined that certain inventory
items purchased in the amount of $21,835 were obsolete or slow moving and
therefore proceeded to sell these inventory items at below cost for $11,160. The
Company has further evaluated the inventory in order to determine its estimated
net realizable value and has determined that the inventory is currently being
carried at its net realizable value. The Company will continue to monitor the
valuation of the inventory in order to properly reflect the inventory at its net
realizable value. As of December 31, 2003, the Company has approximately
$214,000 included in due to related parties relating to the inventories that
were purchased (See Note 5).


                                      F-11
<PAGE>


                            VISUAL FRONTIER, INC. AND
                SUBSIDIARIES (FORMERLY AIR TEST TECHNOLOGY, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2003

NOTE 3            INVENTORIES

Inventories consist of the following as of December 31, 2003:

                 Raw materials                         $   158,647
                 Work in progress                          150,978
                 Finished goods                             47,139
                                                       -----------
                                                       $   356,764
                                                       ===========

NOTE 4            PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following as of December 31,
2003:

                                                               Estimated Useful
                                                                Life In Years

                 Machinery and equipment         $    450,842         5
                 Office equipment                     122,501        3-5
                 Software                             387,477        2-3
                 Leasehold improvements                66,610         2
                                                 ------------
                                                    1,027,430
                 Less: accumulated
                  depreciation and amortization       (91,140)
                                                 ------------
                                                 $    936,290
                                                 ============

NOTE 5            RELATED PARTY TRANSACTIONS

During the year ended December 31, 2003, the Company entered into an asset
purchase agreement with a company managed by an officer of the Company (See Note
2). This related company also provided a short-term, non-interest-bearing
advance to the Company in the amount of approximately $540,000, which is
included in due to related parties, to assist the Company with its working
capital.

During the year ended December 31, 2003, the Company entered into a patent
purchase agreement with a company managed by an officer of the Company. The cost
of the patent was $453,824. As of December 31, 2003, the Company has $396,281
included in due to related parties relating to the patent that was purchased.

NOTE 6            COMMITMENTS AND CONTINGENCIES

In relation to the asset purchase discussed in Note 2, the Company has taken
over the facilities from the other company and has entered into a new
non-cancelable operating lease relating to this office space. The lease started
on July 1, 2003 and ends on March 25, 2006. The lease payments are approximately
$7,500 per month. During the year ended December 31, 2003, the Company incurred
approximately $45,000 in rent expense related to the operating lease.

The following is a schedule of future minimum lease payments under the
non-cancelable operating lease:

         2004                         $        90,176
         2005                                  90,176
         2006                                  22,544
                                      ---------------
                                      $       202,896
                                      ===============

NOTE 7            STOCKHOLDERS' EQUITY

During the year ended December 31, 2003, the Company received 4,000,000 shares
of its common stock back from a previous shareholder of Air Test as part of the
recapitalization in conformance with the merger agreement. The Company then
issued 4,000,000 shares of its common stock for $1,181,983.



NOTE 8            GOING CONCERN

As reflected in the accompanying financial statements, the Company has a net
loss of $1,015,871, a negative cash flow from operations of $975,785 for the
year ended December 31, 2003 and a working capital deficiency of $1,207,920 as
of December 31, 2003. These factors raise substantial doubt about its ability to
continue as a going concern. The ability of the Company to continue as a going
concern is dependent on the Company's ability to raise additional funds and
implement its business plan. The financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.

Management's plans include raising additional capital, increasing revenue by
extending the Company's product line to different markets resulting from the
utilization of the newly acquired patent, improving management's efficiency,
reducing operation costs and enhancing its research and development ability for
new products to increase the added value of the products.

NOTE 9            CONCENTRATION OF CREDIT RISK

During 2003, approximately 85% and 10%, respectively, of our total net sales
were to two customers.


                                      F-12
<PAGE>

                                   SIGNATURES

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

Date:  April 29, 2004


  VISUAL FRONTIER, INC.


                                  By:     /s/ Moreal Chu
                                         ---------------------------------------
                                         Moreal Chu
                                         Chief Executive Officer, President and
                                         Director
                                         (Principal Executive Officer)


                                  By:    /s/ Starcia Chang
                                         ---------------------------------------
                                         Starcia Chang
                                         Chief Financial Officer
                                         (Principal Financial Officer)

      Pursuant to the requirements of the Securities Act of 1934, this Annual
Report on Form 10-KSB is signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

                      SIGNATURE                                      TITLE                            DATE

<S>                                                   <C>                                         <C>
      /s/ Moreal Chu                                 Chief Executive Officer, President and      April 29, 2004
     --------------------------------------------    Director
        Moreal Chu

      /s/ Starcia Chang                              Chief Financial Officer, Secretary          April 29, 2004
     ----------------------------------------------  and Director
        Starcia Chang

      /s/ Lin-Rong Chu                               Director                                    April 29, 2004
     ----------------------------------------------
        Lin-Rong Chu

      /s/ Pascal Chu                                 Director                                    April 29, 2004
     ----------------------------------------------
        Pascal Chu

     /s/ Sam Tseng                                   Director                                    April 29, 2004
     ----------------------------------------------
        Sam Tseng

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                               INDEX TO EXHIBITS


Number                        Description

<C>                            <C>
2.1                           Stock Purchase  Agreement,  dated as of May 27, 2003, by and between  Visual  Frontier,
                              Inc., formerly Test Technology,  Inc., a Delaware corporation and Visual Frontier (BVI)
                              Ltd.,  a British  Virgin  Islands  corporation  (incorporated  herein by  reference  to
                              Exhibit 3.1 to the  Registrant's  Current Report on Form 8-K filed with the SEC on June
                              10, 2003).

3.1(a)                        Certificate of  Incorporation  of the Registrant  (incorporated  herein by reference to
                              Exhibit 3.1 to the Registration  Statement on Form SB-2 filed with the SEC on August 8,
                              2001).

3.1(b)                        Amendment to Certificate of Incorporation of the Registrant (incorporated herein by reference to
                              Definitive  Information  Statement  on Schedule 14C filed with the SEC on
                              March 17, 2003).

3.2                           Amended & Restated By-laws of the Registrant.

14                            Code of Business Conduct and Ethics.

21                            Subsidiaries of the Registrant.

31.1                          Certification of Chief Executive Officer pursuant to Section 302 of the  Sarbanes-Oxley
                              Act of 2002.

31.2                          Certification of Chief Financial Officer pursuant to Section 302 of the  Sarbanes-Oxley
                              Act of 2002.

32                            Certification  of Chief  Executive  Officer  and Chief  Financial  Officer  Pursuant to
                              Section 906 of the Sarbanes-Oxley Act of 2002.

</TABLE>