UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

 ANNUAL REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended: December 31, 2003

                       WORLD INFORMATION TECHNOLOGY, INC.
                 (Name of small business issuer in its charter)

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         Nevada                       000-49795                 80-0001653
--------------------------------------------------------------------------------
(State or other jurisdiction   (Commission File Number)        (IRS Employer
    of incorporation)                                       Identification No.)
===============================================================================

                 Rockefeller Center, 7th Floor
           1230 Avenue of the Americas, New York, NY             10020
        -----------------------------------------------        ---------
           (Address of principal executive offices)            (Zip Code)

                    Issuer's telephone number: (212) 745-1382

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

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

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

           Check if there is no disclosure  of delinquent  filers in response to
Item 405 of  Regulation  S-B contained in this form,  and no disclosure  will be
contained,  to the best of the  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  the  issuer's  revenues  for  the  most  recent  fiscal  year:
$8,610,911.00.

           State the aggregate market value of the voting and non-voting  common
equity held by  non-affiliates  computed by  reference to the price at which the
common  equity  was sold,  or the  average  bid and asked  price of such  common
equity, as of a specified date within the past 60 days. As of July 26, 2004:
$1,861,735.75 (7,446,943 shares at $0.25 / share)

           State  the  number  of  shares  outstanding  of each of the  issuer's
classes of common equity, as of the latest  practicable date:  21,679,864 shares
of common stock, $.001 par value per share, as of July 23, 2004.

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

<PAGE>

                                TABLE OF CONTENTS

                                      Page

                                     PART I

Item 1.     DESCRIPTION OF BUSINESS...........................................1
Item 2.     DESCRIPTION OF PROPERTY...........................................6
Item 3.     LEGAL PROCEEDINGS.................................................7
Item 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...............7


                                    PART II

Item 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS..........7
Item 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
            AND RESULTS OF OPERATIONS........................................10
Item 7.     FINANCIAL STATEMENTS.............................................23
Item 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
            ACCOUNTING AND FINANCIAL DISCLOSURE..............................23
Item 8A.    CONTROLS AND PROCEDURES..........................................27


                                    PART III

Item 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
            PERSONS; COMPLIANCE WITH SECTION 16(b) OF THE EXCHANGE ACT.......27
Item 10.    EXECUTIVE COMPENSATION...........................................29
Item 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
            MANAGEMENT.......................................................30
Item 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...................31
Item 13.    EXHIBITS AND REPORTS ON FORM 8-K.................................33
Item 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES...........................34

SIGNATURES  .................................................................35

<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

ORGANIZATION

           We were  organized  under the laws of the State of Nevada on December
27,  2001 as EZ Travel,  Inc.  As EZ Travel,  Inc.,  we were in the  business of
providing  travel agency  related  services,  such as booking  reservations  for
cruises, hotels, car rentals, and preparing tour packages.

           On January 3, 2003, we entered into a Stock  Purchase  Agreement with
World Information  Technology,  Inc., a corporation  organized under the Company
Law of the  Republic of China,  located in Taipei,  Taiwan,  China  ("World Info
China"),  and 80.75% of the  stockholders  of World Info China.  Pursuant to the
terms of the Stock  Purchase  Agreement,  we  acquired  80.75% of the issued and
outstanding  shares of  capital  stock of World  Info  China from the World Info
China  stockholders  in a  one-for-one  exchange for newly issued  shares of our
common stock.  Pursuant to the Stock Purchase Agreement,  we issued an aggregate
of 27,611,048  shares of our common stock (post split adjusted for a 2:1 forward
stock split  effected on August 12,  2003).  The  transaction  was accounted for
using the purchase  method of accounting  as applicable to reverse  acquisitions
because the former  stockholders of World Info China controlled our common stock
immediately after the transaction was effected. On February 13, 2003, we changed
our name to World Information Technology, Inc.

           On July 11,  2003,  we issued  4,694,344  shares of our common  stock
(post split  adjusted) in exchange for the remaining  19.25%  ownership of World
Info China. We currently own 100% of World Info China.

           On May 21, 2004, we acquired 95% of the outstanding  capital stock of
Shanghai Bofeng Internet Technology Co. Ltd. in exchange of 38,786 shares of our
common stock.  Shanghai  Bofeng Internet  Technology is an Internet  service and
content provider which currently owns three business websites in mainland China.

           Our  objective is to become  China's  leading  member-created  online
community for people on the web. We are currently  seeking business  acquisition
opportunities  to further expand our operations  into mainland China. We have no
current plans,  arrangements or agreements with respect to any proposed  mergers
or  acquisitions.  Even if  successful,  a merger  may not  result  in cash flow
sufficient to finance the continued expansion of a business.

SIGNIFICANT RECENT EVENTS

CHANGES TO MANAGEMENT AND BOARD OF DIRECTORS

           Since April 2003, we have made extensive  changes in the  composition
of our senior management and our Board of Directors.

           In April 2003,  Edward C.  Zimmerman,  III resigned as our President,
Chief Executive Officer,  Chief Financial Officer and Secretary.  In April 2003,
we  appointed  Hsueh-Chu  Lin as our Chief  Executive  Officer.  In August 2003,
Hsueh-Chu  Lin resigned as our Chief  Executive  Officer.  On August 1, 2003, we
appointed Gary D. Morgan as Chief Executive  Officer.  On August 19, 2003, Parsh
Patel was appointed to the position of Chief Technical  Officer.  On November 3,
2003,  Edward  Wen was  appointed  Secretary  and  Hai  Xia  Guo  was  appointed
Treasurer.  On  January  15,  2004,  Steven  D.  Fellows  resigned  as our Chief
Financial  Officer.  On January  18,  2004,  Gary D.  Morgan  resigned  from his
position as Chief  Executive  Officer and Edward Wen resigned as  Secretary.  On
January 26, 2004, Dan Y. Zhao was appointed Chief Executive Officer.  On January
27, 2004, Shyng-Jiann Lin was appointed Secretary.  During February 2004, Dan Y.
Zhao  resigned as our Chief  Executive  Officer  and on February  18, 2004 Parsh
Patel was appointed Chief  Executive  Officer.  Our current  officers are: Parsh
Patel,  President,   Chief  Executive  Officer  and  Chief  Technology  Officer;
Shyng-Jiann Lin,  Secretary and Principal  Financial  Officer;  and Hai Xia Guo,
Treasurer.

           On August 1, 2003,  we  appointed  Gary D.  Morgan as Chairman of our
Board of Directors.  On August 12, 2003, Yung Fen Cheng, Yu Yen Kuo, Wei Kuo Hsu
Lin and Mei-Lin  Shiu were  appointed  to  positions  as members of our Board of
Directors.  During August 2003, Edward C. Zimmerman, III resigned as a director.
Yung Fen Cheng, Yu Yen Kuo and Wei Kuo Hsu Lin subsequently  resigned from their


                                       1
<PAGE>

positions on November 3, 2003. On November 3, 2003,  Tsih-Hao Jung,  Edward Wen,
Shyng-Jiann Lin,  Ching-Hsiang Ho and Hai Xia Guo were appointed to our Board of
Directors.  In December  2003 Mei-Lin Shiu resigned from our Board of Directors.
On January 18, 2004,  Gary D. Morgan  resigned  from his position as Chairman of
our Board of Directors and Edward Wen resigned from our Board of Directors. Also
on January  18,  2004,  Tsih-Hao  Jung was  appointed  Chairman  of our Board of
Directors.  The current  members of our Board of Directors  are  Tshih-Hao  Jung
(Chairman), Shyng-Jiann Lin, Hai Xia Guo and Ching-Hsiang Ho.

SEC STOP TRADING ORDER

           On March 16, 2004, the Securities and Exchange  Commission  announced
the  temporary   suspension  of  trading  of  our  securities.   The  Commission
temporarily  suspended  trading in our securities  because questions were raised
regarding:  (i) the accuracy and  completeness  of  information  about us in our
filings  with the  Commission  and in press  releases  concerning,  among  other
things, our financial condition, our funding arrangements,  and the resignations
of our former auditor and Chairman;  and (ii)  transactions in our securities by
certain  individuals  associated  with  us.  On  March  30,  2003,  the  trading
restriction on our common stock was lifted and our common stock began trading on
the Pink Sheets.

CHANGES IN PRINCIPAL ACCOUNTANTS

            On February 17, 2003,  our Board of Directors  dismissed  Merdinger,
Fruchter,  Rosen & Company,  P.C.,  and on that same day retained  Beckstead and
Watts,  LLP as our  independent  auditor for the fiscal year ended  December 31,
2002.  By letter dated  January 15, 2004,  Beckstead  and Watts  resigned as our
principal  accountants.  Following the  resignation  of Beckstead and Watts,  on
January 15, 2004,  we  appointed  Rosenberg  Rich Baker  Berman & Company,  P.A.
Rosenberg  Rich Baker Berman & Company  subsequently  withdrew as our  principal
auditing  firm  effective  February 9, 2004.  On April 9, 2004, we retained L.L.
Bradford & Company,  LLC as independent auditors for the year ended December 31,
2003 and to re-audit our financial  statements  for the year ended  December 31,
2002. For a complete  description of these changes,  see "Item 8. CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE."

DELINQUENT SEC REPORTS

           As a result of the extensive changes in our senior management and our
Board of Directors, the suspension in trading in our securities, and the changes
in our principal accountants,  we were not able to timely file our annual report
on Form 10-KSB for the year ended December 31, 2003 and our quarterly  report on
Form 10-QSB for the quarter  ended March 31, 2004.  We also expect these changes
will cause a delay in filing our quarterly report on Form 10-QSB for the quarter
ended June 30, 2004.

INVESTIGATION BY MANAGEMENT

           Prior to completing  the audits of the years ended  December 31, 2003
and December  31,  2002,  our Board of  Directors  directed  our  management  to
undertake an  investigation  into the accuracy and  completeness  of information
reported in our filings with the Securities  and Exchange  Commission and in our
press releases,  and any other matters they deemed appropriate to consider.  The
findings of this investigation were as follows:

     o    The information  reported in our SEC filings and in our press releases
          was reported accurately.

     o    During the period of high turnover in our  management and our Board of
          Directors,  certain  controlling  shareholders,   including  JYN  Seng
          International  Technology,  Ltd. and Cloud Technology Ltd., caused our
          management  and  financial  resources  to be  diverted  from  our core
          Internet business.

     o    We discovered  that during 2003,  International  Joyful  Shopping Mall
          Internet Business Co., Ltd., a majority-owned subsidiary of World Info
          China,  advanced  to  one  of  its  shareholders  $1,775,997  to  seek
          potential  investment  opportunities on behalf of International Joyful
          Shopping Mall.

     o    We  discovered a series of  transactions  in our common stock by which
          certain shareholders may have improperly caused restrictive legends to
          be removed from share certificates.


                                       2
<PAGE>

           Based upon the foregoing  findings,  our Board of Directors  took the
following actions:

     o    We  repurchased  and retired  21,763,382  shares of our common  stock,
          representing  approximately  52% of our  41,908,184  shares  of common
          stock then outstanding,  from certain controlling shareholders through
          the following series of transactions:

          -    On May 24, 2004 we  exchanged  all of World Info  China's  common
               stock  ownership  of  Forever  King,  representing  approximately
               61.33% of Forever King's outstanding shares, for 2,464,014 shares
               of our  common  stock  that was  owned  by  Forever  King.  For a
               complete  description  of this  transaction  see the  "Subsequent
               Events"  section on page 13 and the  "Certain  Relationships  and
               Related Transactions' section on page 31 of this report.

          -    On June 4, 2004, we exchanged 4,757,831 shares of common stock of
               Weichang International Technology, Inc. owned by World Info China
               for 9,149,368  shares of our common stock that was owned by Cloud
               Technology Co. For a complete description of this transaction see
               the  "Subsequent  Events"  section  on page  13 and the  "Certain
               Relationships  and  Related  Transactions'  section on page 31 of
               this report.

          -    On June 4, 2004, we exchanged 4,992,169 shares of common stock of
               Weichang International Technology, Inc. owned by World Info China
               and all of  World  Info  China's  ownership  of YuQi  Information
               Technology  Co.,  Ltd. for  5,100,000  shares of our common stock
               that was owned by JYN Seng International  Technology,  Ltd. For a
               complete  description  of this  transaction  see the  "Subsequent
               Events"  section on page 13 and the  "Certain  Relationships  and
               Related Transactions' section on page 31 of this report.

          -    On June 13, 2004, we exchanged  all of World Info China's  common
               stock  ownership  of  Modern  Worldwide  Internet,   representing
               approximately  22.5% of Modern Worldwide  Internet's  outstanding
               shares,  for 1,550,000  shares of our common stock that was owned
               by Modern Worldwide Internet.

          -    On  June  24,  2004,  we  agreed  to  forgive  the  debt  of  the
               International  Joyful Shopping Mall  shareholder of $1,775,997 in
               exchange for the return to us of  3,500,000  shares of our common
               stock that was owned by the  shareholder.  This  transaction  was
               completed   as  a  result  of  the   findings   made  during  our
               investigation,  wherein we concluded that this receivable was not
               able to be collected from the shareholder.

     o    We  directed   management  to  cease  contact  with  any  third  party
          consultants   who   represented   the  interests  of  the  controlling
          shareholders.

     o    We  implemented  controls and  procedures  with our transfer  agent to
          require the proactive  involvement of management and our legal counsel
          with all issuances and transfers of our common stock.

     o    We  adopted  a Code of  Ethics  and  Business  Conduct  for  Officers,
          Directors  and  Employees,  which  is filed  as  Exhibit  14.1 to this
          report.

WORLD INFO CHINA - INTRODUCTION

           World  Info  China was  incorporated  as a company  limited by shares
under the Company Law of the  Republic of China on October 17, 1998 and is based
in Taipei, Taiwan. World Info China was established to configure and manufacture
computer  equipment  and to provide  services such as: (1) a network audio video
direct broadcast system, (2) information  software,  (3) information storage and
(4) enable electronic commerce across its network. The company's market strategy
was focused on Taiwan.  In December  1998,  World Info China  introduced a video
direct broadcasting service using the Internet for streaming. In May 2000, World
Info  China  had  established  itself  as an  innovator  and  received  Taiwan's
"Excellent  Enterprise"  Award. In July 2000,  World Info China introduced their
"Happy World Net"  on-line  shopping  websites.  One year later,  it  introduced
"World Mall Shopping" and began hosting and maintaining virtual retail stores on
the  Internet.  World  Info  China  began  to  aggregate  enterprises,  using  a
membership  marketing  approach and to attract and maintain  enterprises  on its
network for e-commerce.  By mid-2003,  World Info China had built a direct sales
and marketing organization to capture small to medium business owners in Taiwan.


                                       3
<PAGE>

In  mid-2003,  World Info China  began to expand its  operations  into  mainland
China.

WORLD INFO CHINA - PRODUCTS AND SERVICES

           World Info  China's  objective  is to become the  Republic of China's
leading  member-created  online community for people on the web. The company has
designed  a  multi-level  sales  and  marketing  program  to  recruit  and bring
businesses to the web. We provide  service  through three major  business  lines
including our Members Club  (Business to Business "B2B" with valued added to the
Member),  www.24hh.com  (Business to Consumer  "B2C" for on-line  shopping)  and
On-line Network Services (Search & Enterprise services).

MEMBERS CLUB
(Business to Business "B2B" with valued added to the Member)

           World  Info  China's  objectives  are to  focus  on  member  affinity
programs to maintain its market position as a provider of personal  websites and
to continue to grow its  membership.  Strategies  being  implemented  to achieve
these objectives include:

     o    offering easier-to-use web-page publishing tools;

     o    allowing users to easily create and enhance personal websites;

     o    integrating e-commerce  opportunities and World Info China's affiliate
          programs;

     o    promoting  World  Info  China's  website  (http://www.24hh.com)  as  a
          destination  point on the web by  augmenting  the  company's  existing
          distribution alliances; and

     o    launching  brand-name   promotional   campaigns  to  drive  growth  in
          membership and traffic to members' personal websites.

           An important business segment of World Info China is website hosting.
To attract new customers to the company's website hosting  services,  World Info
China  established  a  service  enabling  Internet  users to  create  their  own
websites.  In addition,  World Info China intends to introduce more  value-added
member  services and strengthen  and expand the number of affinity  programs and
affiliate management tools that it offers. Management believes that its focus on
the needs of its users and enhancing their experience  within World Info China's
website  community will produce  continued  growth in, and foster loyalty among,
its  membership  base.  The company  believes  that a large and growing  base of
committed  users  organized  on a  contextual  basis  provides  advertisers  and
e-commerce  merchants with an attractive market to target promotion and sales of
their  products and services,  thereby  creating added  advertising  and revenue
opportunities for World Info China.

www.24hh.com
------------
(Business to Consumer "B2C" for on-line Shopping)

           The  company  provides  fully  integrated  services  and  maintains a
24-hour   online   shopping   environment.   World  Info  China's   website  is:
http://www.24hh.com. The company has set up various online shopping channels and
has become a significant force in e-commerce in Taiwan.

           We operate our B2C  e-commerce  business  through  World Info China's
79.43% owned  subsidiary  International  Joyful Shopping Mall Internet  Business
Co., Ltd.  Revenues are derived  principally  from fees charged to merchants for
selective  positioning  and promoting  their goods or services within our online
shopping  mall and from  commissions  calculated  as a percentage  of the online
sales transactions of the merchants.  Fee revenue is recognized ratably over the
period the products  are shown on our website  while the  commission  revenue is
recognized  on a  net  basis  after  both  successful  on-line  verification  of
customers' credit cards and shipment of products.

           We offer various levels of service  according to customers' needs and
requirements.  We offer these  services  through  the  following  programs:  (1)
Diamond  Golden Shop  (www.66ee.com);  (2) 168o Net Shop - Golden Diamond Golden
Shop  (www.168o.com  ); (3) 168o Net shop - Blue  Diamond  Network  Golden  Shop
(www.168o.com  ); (4) 168o Net Shop - Red Network Golden Shop  (www.168o.com  );
(5) Crown Network Golden Shop (www.vr.24hh.com); (6) Diamond Audio Visual Golden
Shop (www.24v.com); (7) Emerald Network Multi-Media Golden Shop (www.88aaa.com);


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<PAGE>

and (8) World Mall Shopping On Net (www.17358.com). The range of services varies
with each program.  Typical  differences  between programs include the number of
images  that can be  displayed,  whether  flash clips can be  displayed  and the
duration of the display.  Other choices include animated icons,  number and size
of mailboxes, design services, training and audio visual services.

ON-LINE NETWORK SERVICES
(Search & Enterprise Services)

           The company  strives to improve the online  experience  of its users.
For  example,  users are provided  with ample disk space for personal  websites,
web-page   publishing  and  communication   tools  to  create  their  own  fully
customized,   multimedia-rich  content  and  e-mail,  chat  and  bulletin  board
services.  Users are also offered an  opportunity  to  participate in commercial
activities, which include affiliate programs with major merchants.

           World  Info  China  and its  subsidiaries  specialize  in  e-commerce
related businesses,  including online audio-visual programming and broadcasting,
website design, and promotional audio and video advertising  productions.  World
Info China has introduced  Taiwan to its first all-around online video streaming
solution  for  integrated  television  programming.  The company  has  developed
proprietary  interactive  real-time two-way data communications.  To address the
challenge of integrating Internet commerce in the future, World Info China plans
to develop new areas involving the wireless  Internet,  entertainment,  leisure,
finance,  education,   shopping  and  a  range  of  other  interactive  Internet
functions.

           A new commerce feature through the website  www.julie.com.tw has been
added to our service offerings.  This website facilitates classified advertising
that bring  buyers and sellers  together.  The main  feature of this site is the
ability  of  one  consumer  to  transact   business  with  another  without  the
involvement of a third party. Businesses can buy or sell by advertising products
on Julie. This site provides services on fixed monthly fee.

           On May 21, 2004,  we entered  into an  agreement  for the purchase of
Shanghai Bofeng Internet  Technology Co. Ltd. We acquired 95% of the outstanding
capital  stock of  Shanghai  Bofeng  Internet  Technology  in exchange of 38,786
shares of our common stock.  Shanghai Bofeng Internet  Technology is an Internet
service and content  provider which  currently  owns three business  websites in
China, www.cpe.com.cn,  www.shtw.com and  www.china-taiwan.com.cn.  According to
management, the first site, www.cpe.com.cn was established in 1999, and provides
membership,   marketing,  advertising  and  other  business  services  to  China
companies.  The second  website,  www.shtw.com,  was established in 2001, and is
focused on providing  business services to Taiwanese owned enterprises in China.
The site introduces  Taiwanese  companies to operations in mainland  China,  and
assists  companies with capital issues,  government  relations,  obtaining legal
services,    and   provides   other   business   services.   The   third   site,
www.china-taiwan.com.cn, is also intended to target e-commerce opportunities for
Taiwanese-owned enterprises in mainland China.

TECHNOLOGY

           Our development and operating  infrastructure  is designed to rapidly
develop  websites  for small to medium  businesses.  The  system is  capable  of
serving thousands of web pages each day and facilitates secure transactions.  We
use our own servers and also rely on vendor  services  for network  traffic.  In
China, we rely on hosting services provided by China Telecom.  In Taiwan, we run
servers in Taipei and co-host with Technisol  Corporation in Michigan,  USA. All
our servers run RedHat Linux, Windows platform, Apache and IIS technologies.  We
also have remote monitoring  capabilities that are coupled with  technologically
advanced UPS and multi vendor network  traffic  support/services,  and we ensure
24/7 service to our customers.

           Software  development  is provided by our 35-member team in Shanghai,
China. We also have a team in Michigan, USA that provides augmented capacity and
security   planning.   Both  these  teams  help  provide  a  stable   operations
infrastructure.

MARKETING

           We market our products and services  through a variety of strategies.
Newspapers,  on-line  coupons,  printed  media  coupons,  direct mail,  targeted
magazines and web  advertising  are the main avenues for sales.  One method that


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<PAGE>

has  helped  us  develop   the  24hh  brand  is  through   our  2,700   customer
representatives  in China.  These  associates  recommend  our  websites to their
clientele to view our latest product and service offerings.

COMPETITION

           The   environment   for  our   products  and  services  is  intensely
competitive.  Our current and potential  competitors include: (1) physical-world
retailers, catalog retailers, publishers,  distributors and manufacturers,  many
of which possess significant brand awareness,  sales volume, and customer bases,
and some of which currently sell, or may sell,  products or services through the
Internet,  mail order, or direct  marketing;  (2) other online e-commerce sites;
(3) a number of indirect  competitors,  including media companies,  web portals,
and web search engines that are involved in online commerce,  either directly or
in collaboration with other retailers; and (4) companies that provide e-commerce
services,   including  website   developers  and  third-party   fulfillment  and
customer-service providers. We believe that the principal competitive factors in
our  market  segments  include  selection,  price,  availability,   convenience,
information, discovery, brand recognition, personalized services, accessibility,
customer service, reliability, speed of fulfillment, ease of use, and ability to
adapt to changing  conditions,  as well as our  customers'  overall trust in the
entire  experience in  transactions  with us or  facilitated  by us on behalf of
third-party  sellers.  For services we offer to business and individual sellers,
additional competitive factors include the quality of our services and tools and
the speed of performance  for our services.  As the market  segments in which we
operate  continue  to  grow,  other  companies  may  also  enter  into  business
combinations or alliances that strengthen  their  competitive  positions.  Other
online content/services  companies such as Sohu.com,  Sina.com Netease,  Tom.com
and  Yahoo!  China  compete  with  us for  user  traffic,  advertising  revenue,
e-commerce  transactions,   mobile  value-added  services  and  other  fee-based
services.  Industry  consolidation,  however,  may also  occur as the market for
e-commerce in China matures, which could result in increased competition for us.

INTELLECTUAL PROPERTY

           We own the following websites in Taiwan: www.66ee.com,  www.24hh.com,
www.17358.com,  www.88aaa.com, www.168o.com and www.a-tw.com. In mainland China,
we own www.shtw.com, www.cpe.com.cn and www.china-taiwan.com.cn.

EMPLOYEES

           As of December 31, 2003,  we had 2 full-time  employees in the United
States and 95 full-time employees in the Republic of China.

ITEM 2. DESCRIPTION OF PROPERTY

           Our principal  executive office is located at Rockefeller Center, 7th
Floor,  1230 Avenue of the Americas,  New York, New York 10020. This facility is
an executive  suite with conference  facilities.  We lease this office space for
annual rent of  $6,000.00.  The lease term was from February 16, 2004 to May 31,
2004.  The lease is  currently  month to month and may be  terminated  by either
party thirty (30) days advance written notice.

           We also conduct  administrative  operations  in Taiwan at 17th Floor,
No. 508, Section 5, Jhongsiao East Road,  Taipei City 110,  Taiwan,  Republic of
China.  These  premises  include  1,800 square feet of space with annual rent of
$2,121.00. The lease term is from November 1, 2003 until October 31, 2005.

           We also conduct sales, marketing and customer service activities at a
facility in Wugu,  Taipei.  This facility is 31,114 square feet with annual rent
of $357,673.95. This lease term is from November 1, 2003 until October 31, 2005.

           Our  mainland  China  operations  are  conducted  in  a  facility  in
Shanghai.  This  facility  includes  4,060  square feet of office  space and has
annual  rent of  $86,746.99.  The term of this  lease is from June 4, 2004 until
August 3, 2006.

           We own 0.90 (nine-tenths)  acres of land located at No.486,  Jyuguang
Rd.,  Jincheng  Township,  Kinmen County 893, Taiwan (R.O.C.).  We do not have a
mortgage  on this  property  and have  recorded  the value of this  asset at our


                                       6
<PAGE>

original cost of $1,965,780 on our Consolidated Balance Sheet for the year ended
December 31, 2003. During 2003, we invested  $1,660,644 to build a hotel on this
land.  The  hotel is  currently  under  construction  and we  expected  it to be
completed in 2005.

           During 2003,  we invested  $1,660,664  in 3,578 square meters of land
located in Jin Cheng Town Lu Guang Building Section,  Taiwan (R.O.C.).  The land
is  currently  under  construction  for  the  Lu  Guang  Building  International
Sightseeing Restaurant and Trading Integration Building. This property will also
feature hotel  accommodations.  As of the date of this report, the title of this
land has not been transferred to us.

           We do not rent any of our  facilities  from  related  parties  and we
believe that all the facilities are leased at fair market value.

ITEM 3. LEGAL PROCEEDINGS

           Except for routine litigation  incidental to our business, we are not
currently a party to, nor is any of our property  currently  the subject of, any
pending legal  proceeding.  None of our  directors,  officers or affiliates is a
party  adverse  to  our  business  or has a  material  interest  adverse  to our
business.

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

           There  was no  matter  submitted  to a vote of our  security  holders
during the fourth quarter of the fiscal year ended December 31, 2003.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

           Our common stock was quoted on the  Over-The-Counter  Bulletin  Board
under the symbol "WRLT" until March 16, 2004,  when the  Securities and Exchange
Commission announced the temporary suspension of trading of our securities until
March 29, 2004. On March 30, 2004, our common stock began  quotation on the Pink
Sheets under the symbol "WRLT." For the periods  indicated,  the following table
sets forth the high and low bid prices per share of common  stock.  These prices
represent inter-dealer quotations without retail markup, markdown, or commission
and may not necessarily represent actual transactions.

<TABLE>
<CAPTION>
                            Fiscal 2004                     Fiscal 2003                   Fiscal 2002
                   ------------------------------- ------------------------------ -----------------------------
COMMON STOCK       High (1)        Low (1)         High (1)       Low (1)         High (1)       Low (1)
------------------ --------------- --------------- -------------- --------------- -------------- --------------
<S>                    <C>             <C>             <C>            <C>              <C>            <C>
First Quarter          $5.74           $0.26           $4.75          $2.70            (2)            (2)
Second Quarter         $0.66           $0.11           $4.88          $2.25            (2)            (2)
Third Quarter            --              --            $5.50          $4.75            (2)            (2)
Fourth Quarter           --              --            $4.91          $1.60           $3.00          $1.10
</TABLE>

(1)  All prices are  adjusted to reflect a 2:1 forward  stock split  effected on
     August 12, 2003.

(2)  No reliable  data is available  due to  inactivity of the stock during this
     period.

           As of July  23,  2004,  our  shares  of  common  stock  were  held by
approximately 600 stockholders of record. The transfer agent of our common stock
is Holladay Stock Transfer, Inc.


                                       7
<PAGE>

DIVIDENDS

           On June 13, 2004, our Board of Directors declared that appropriations
and dividends will be paid as follows:

(1)        Amounts due to our shareholders are $2,450,798 and $1,144,392 in 2003
           and 2002  respectively.  Our Board of Directors  expects to declare a
           forward  split on our issued and  outstanding  common stock  1.2-to-1
           with a September 17, 2004 dividend date.

(2)        Amounts  due to our  employee  profit  sharing  plan are  $64,163 and
           $30,132 in 2003 and 2002  respectively.  On  September  30,  2004 our
           Board of Directors  will issue 250,000  shares of our common stock of
           which: 125,000 shares will be distributed to Taiwan employees, 75,000
           shares will be  distributed to Taiwan  Supervisors  and 50,000 to our
           Board  members.  The shares will be equally  divided  among the Board
           members and the Board members  shall divide the  remaining  shares as
           they agree on that date.

           The  foregoing  amounts  must be paid  pursuant to World Info China's
Articles of  Incorporation  in Taiwan,  which require the year's net income,  if
any,  first be used to pay all taxes and offset prior years'  operating  losses,
then 10% of the remaining  amount must be designated as legal  reserve,  and the
remainder must be appropriated as follows:

(A) 2.5% as special bonus to employees;
(B) 2.5% as  remuneration  to directors and supervisors; and
(C) 95% as dividends to shareholders.

           Dividends  will  be  distributed  in  shares  of  common  stock  or a
combination of cash and common stock.

           Based on the  Company  Law of the ROC,  the  appropriation  for legal
reserve is made until the reserve  equals the aggregate par value of a company's
outstanding  capital stock.  The reserve can only be used to offset prior years'
operating  losses,  when its  amount  is equal or more  than 50% of a  company's
capital.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

           The  following  table shows  information  with respect to each equity
compensation  plan under which our common stock is authorized for issuance as of
the fiscal year ended December 31, 2003.

                      EQUITY COMPENSATION PLAN INFORMATION

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                    Number of securities to be  Weighted-average exercise price  Number of securities remaining
                                     issued upon exercise of        of outstanding options,      available for future issuance
                                        outstanding options,          warrants and rights       under equity compensation plans
                                        warrants and rights                                     (excluding securities reflected
                                                                                                         in column (a))
---------------------------------------------------------------------------------------------------------------------------------
                                               (a)                            (b)                             (c)
---------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                            <C>                             <C>
Equity compensation plans approved             -0-                            -0-                             -0-
        by security holders
---------------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------------
   Equity compensation plans not
   approved by security holders                -0-                            -0-                             -0-
---------------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------------
               Total                           -0-                            -0-                             -0-
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       8
<PAGE>

RECENT SALES OF UNREGISTERED SECURITIES

           The securities  issued in each of the below  transactions were issued
without  registration  under  the  Securities  Act  of  1933,  as  amended  (the
"Securities Act"), in reliance on the exemptions provided by Section 4(2) of the
Securities  Act  and/or in  reliance  on  Regulation  S,  promulgated  under the
Securities Act.

           Pursuant to a Stock  Purchase  Agreement,  dated  January 3, 2003, we
issued 27,611,048 (post-split adjusted for a 2:1 forward stock split effected on
August 12, 2003) shares of our common stock. In consideration for this issuance,
we  acquired  80.75% of the issued and  outstanding  shares of capital  stock of
World Info China from World Info China stockholders in a one-for-one exchange.

           On July 2, 2003, we issued 140,000  (post-split) shares of our common
stock to Charterbridge  Financial Group, Inc. in connection with a Financial and
Public  Relations  Agreement with that company.  Also on July 2, 2003, we issued
200,000 (post-split) shares of our common stock to May Davis Group in connection
with an Advisory and Investment Banking Agreement with that company.

           On July 11,  2003,  we issued  4,694,344  (post-split)  shares of our
common stock in exchange for the remaining 19.25% ownership in World Info China.

           On August 5, 2003, we sold 20,000  (post-split)  shares of our common
stock for $2,934.00 cash.

           Pursuant to an Asset Sale Agreement, dated August 15, 2003, we issued
100,000  shares  of our  common  stock to  Knowgen  Systems,  Inc.,  a  Michigan
corporation  owned by Parsh Patel, our current Chief Executive Officer and Chief
Technology  Officer,  in connection  with the  acquisition  of JODE Software and
KnowPad Software.  The Asset Sale Agreement was subsequently  cancelled pursuant
to a Settlement  Agreement and Release and Waiver of Claims executed on June 10,
2004 by and  between  Parsh  Patel,  World  Info  China  and  World  Information
Technolgoy.  We are not  requiring  the return of the  100,000  shares of common
stock that were issued to Knowgen Systems.

           On November 18, 2003, we issued 12,000,000 shares of our common stock
to Aurora Two, Ltd. contingent on a financing arrangement which was cancelled on
March 2, 2004.  These shares were cancelled and returned to treasury on March 2,
2004.

           On January 27, 2004, we issued  942,792 shares of our common stock to
Mr. Gary Morgan,  our former  Chief  Executive  Officer,  upon the exercise of a
warrant.  We also issued Mr. Morgan 1,000,000 shares of common stock in exchange
for debt and in connection with the termination of his employment agreement.

           On May 21, 2004,  we entered  into an  agreement  for the purchase of
Shanghai Bofeng Internet  Technology Co. Ltd. We acquired 95% of the outstanding
capital  stock of  Shanghai  Bofeng  Internet  Technology  in exchange of 38,786
shares of our common stock.

           On June 28, 2004, we issued  1,505,062  shares of our common stock to
Mr. Morgan as a result of his election to convert both principal and interest on
a $370,500.00 principal amount convertible note.

           All of the above  issuances  and sales were deemed to be exempt under
Regulation  S,  Regulation  D and/or  Section  4(2) of the  Securities  Act.  No
advertising or general solicitation was employed in offering the securities. The
offerings and sales were made to a limited  number of persons,  all of whom were
accredited investors, business associates of ours or our executive officers, and
transfer  was  restricted  by us in  accordance  with  the  requirements  of the
Securities  Act  of  1933.  For  issuances  and  sales  that  were  exempt  from
registration  under  Regulation  S, the shares  were  purchase  in an  "offshore
transaction" as defined in, and pursuant to,  Regulation S on the basis that the
purchaser was not offered the shares in the United States and did not execute or
deliver any agreement in the United States.


                                       9
<PAGE>

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

FORWARD-LOOKING STATEMENTS

           The  information  in  this  annual  report  on Form  10-KSB  contains
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation   Reform  Act  of  1995.  This  Act  provides  a  "safe  harbor"  for
forward-looking   statements  to  encourage  companies  to  provide  prospective
information  about  themselves  so long as they  identify  these  statements  as
forward  looking  and  provide  meaningful  cautionary  statements   identifying
important  factors that could cause actual  results to differ from the projected
results.  All statements  other than  statements of historical fact made in this
report are forward  looking.  In  particular,  the statements  herein  regarding
industry  prospects and future  results of operations or financial  position are
forward-looking  statements.  Forward-looking  statements  reflect  management's
current expectations and are inherently uncertain. Our actual results may differ
significantly from management's expectations.

           The following  discussion and analysis  should be read in conjunction
with the consolidated financial statements of World Information Technology, Inc.
and subsidiaries and notes thereto,  included  herewith.  This discussion should
not be construed  to imply that the results  discussed  herein will  necessarily
continue into the future, or that any conclusion reached herein will necessarily
be  indicative  of actual  operating  results  in the  future.  Such  discussion
represents only the best present assessment of management.

OVERVIEW

           World Info  China's  objective  is to become the  Republic of China's
leading  member-created online community for people on the web. With our network
of Internet  websites  targeting Taiwan and mainland China, we provide a variety
of consumer and business services to our users.

RESULTS OF OPERATIONS

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

REVENUE

           Revenues  increased by $3,285,797  to a total of  $8,610,911  for the
year ended  December 31, 2003 from  $5,325,114  for the year ended  December 31,
2002,  representing  an increase of 62%.  This increase was due primarily to the
continued expansion of our Members B2B business.

COSTS OF SALES AND GROSS PROFIT

           In the  year  ended  December  31,  2003  we  recorded  approximately
$157,584 in cost of sales which resulted in a gross profit of  $8,453,327.  This
compares to costs of sales of $309,229  and gross profit of  $5,015,885  for the
year ended December 31, 2002. The increase in cost of sales and gross profit for
the year ended December 31, 2003 is a result of increased business volume.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

           Our selling,  general and administrative  expenses for the year ended
December 31, 2003 totaled  $3,193,084.  This was a 215%  increase  over selling,
general and  administrative  expenses  for the year ended  December  31, 2002 of
$1,013,671.  Overhead  expenses for our China  operation grew by $1,005,748 from
945,575 in 2002 to $1,951,323 in 2003.  These expenses  increased in the area of
Promotion - Salary  Expense from $2,168 to $349,746,  Other  Expenses  increased
from $16,187 to $366,677,  primarily due to late fees on income tax payments and
an increase in advertising expenses from $38,000 to $168,000.  Overhead expenses
in the U.S.  grew from $16,000 in 2002 to  $1,018,951  in 2003.  These  expenses
increased  due to  acquisition  expenses  relating to World Info China and costs
associated with being a public reporting company in the U.S. Further, a one-time
charge of $222,808 was incurred for stock  issuances for one  consultant and two
financial advisory contracts.


                                       10
<PAGE>

NON-OPERATING INCOME/(EXPENSE)

           Non-Operating  expenses  totaled $846,784 for the year ended December
31, 2003 and  $115,826 for the year ended  December  31, 2002.  The disposal and
early  retirement  of plant  property and  equipment  accounted for $320,592 and
losses on investments accounted for $526,192 during 2003.

COLLECTIONS & ACCOUNTS RECEIVABLE

           Accounts  receivable  as of December  31,  2003 and 2002  amounted to
$4,682,167 and $3,545,621, respectively. The allowance for doubtful accounts for
accounts  receivable  as of December  31, 2003 and 2002  amounted to $95,072 and
$78,462,  respectively.  The  actual  expense  for bad  debt  on  un-collectible
accounts was $109,695 in 2002 and $31,993 for 2003. During the second quarter of
2003,  the  collection of accounts  receivable  slowed  dramatically  due to the
severe effect of SARS where the outstanding  accounts receivable balance grew to
$6,200,000 as of June 30, 2003.  Management  believes that  collections  will be
normal going forward and our goal is to maintain our  receivables  balance below
90 days outstanding.

LONG TERM INVESTMENTS

           World Info China previously owned 61.33% of Yong-Kun-Chen  Technology
Co. Ltd (a/k/a Forever King Technology Corp.,  Ltd.). The original investment in
Forever King Technology was  $4,000,000.  For the fiscal year ended December 31,
2003, we wrote off $404,892 of this investment,  which  negatively  affected our
earnings  by $.01 per  share.  On May 24,  2004 we  exchanged  all of World Info
China's  common stock  ownership  of Forever  King,  representing  approximately
61.33% of Forever King's outstanding  shares, for 2,464,014 shares of our common
stock  that was  owned by  Forever  King.  For a  complete  description  of this
transaction  see the  "Subsequent  Events"  section on page 13 and the  "Certain
Relationships and Related Transactions' section on page 31 of this report.

           During 2003 we  invested a total of  $5,381,200  in YuQi  Information
Technology  Co.,  Ltd. and  WeiChang  International  Technology,  Inc. For these
investments,  we received a 75%  ownership  position in YuQi and a 78% ownership
position  in  WeiChang.  YuQi and  WeiChang  had  developed  a cable set top box
technology that allowed interactivity with the television.  Our related parties,
JYN Seng International Technology,  Ltd. and Cloud Technology Ltd., own minority
interests in YuQi and  WeiChang.  When these  investments  were made in 2003, we
believed these companies added value to our business through  potential sales of
the cable set top box. Due to failures of the working  prototypes of these cable
set top boxes,  our  management  no longer  believes  that WeiChang and YuQi are
capable  of  becoming  an income  producing  assets in the  foreseeable  future.
Because these  investments no longer fit into our current business plan, on June
4, 2004, we exchanged 4,757,831 shares of common stock of Weichang International
Technology,  Inc.  owned by World Info China for 9,149,368  shares of our common
stock that was owned by Cloud  Technology Co. and we exchanged  4,992,169 shares
of common stock of Weichang International  Technology,  Inc. owned by World Info
China and all of World Info  China's  ownership of YuQi  Information  Technology
Co.,  Ltd. for  5,100,000  shares of our common stock that was owned by JYN Seng
International Technology,  Ltd. For a complete description of these transactions
see "Subsequent  Events" on page 13 and the "Certain  Relationships  and Related
Transactions' section on page 31 of this report.

           During 2003,  we invested  $1,660,644 to build a hotel on land we own
at . We also own 0.90  (nine-tenths)  acres of land located at No.486,  Jyuguang
Rd.,  Jincheng  Township,  Kinmen County 893, Taiwan (R.O.C.).  We do not have a
mortgage  on this  property  and have  recorded  the value of this  asset at our
original cost of $1,965,780 on our Consolidated Balance Sheet for the year ended
December 31, 2003. The hotel is currently under  construction and we expected it
to be completed in 2005.

           During 2003,  we invested  $1,660,664  in 3,578 square meters of land
located in Jin Cheng Town Lu Guang Building Section,  Taiwan (R.O.C.).  The land
is  currently  under  construction  for  the  Lu  Guang  Building  International
Sightseeing Restaurant and Trading Integration Building. This property will also
feature hotel  accommodations.  As of the date of this report, the title of this
land has not been transferred to us.

           As  of  December  31,  2003,  our  subsidiary,  International  Joyful
Shopping Mall, had receivables of $1,775,997 from one of its shareholders.  This
amount  was  advanced  to  the   shareholder   to  seek   potential   investment


                                       11
<PAGE>

opportunities  during 2003.  Because we did not believe that this receivable was
able to be collected  from the  shareholder,  on June 13,  2004,  we forgave the
receivable  in exchange for the return to us of  3,500,000  shares of our common
stock  that was owned by the  shareholder.  For a complete  description  of this
transaction  see "Subsequent  Events" on page 13 and the "Certain  Relationships
and Related Transactions' section on page 31 of this report.

LIQUIDITY AND CAPITAL RESOURCES

           The following  summary table presents our comparative  cash flows for
the years ended December 31, 2003 and 2002:

                                                       2003            2002
                                                  --------------  --------------
      Net cash provided by operating activities    $ 3,465,526      $ 187,249
      Net cash used by investing activities         (5,027,565)      (378,268)
      Net cash provided by financing activities      1,544,007        152,935
                                                  --------------  --------------
      Net increase or (decrease) in cash           $   (18,032)      $(38,084)


           As  depicted  above,  we  have  historically  funded  our  operations
primarily  through our operating cash flow. We have funded our recent operations
and capital expenditures  primarily using the net proceeds of financing and cash
flow from operations. From time to time we experience cash flow shortages due to
current operating demands of our market  development and expansion into mainland
China. We invested  substantial  capital in a cable set top box technology which
became  technically  not  feasible.  To date,  our  management  has been able to
successfully   cancel  the  investment   contracts  going  forward  through  the
restructuring  events  described  herein.  Management  believes that our current
operations  will continue to provide the necessary  cash flow to be self funding
and continue our growth into new markets.

FINANCING

           On June 1, 2003,  we issued a $250,000  principal  amount  promissory
note to Vantage  Consulting Group, LLC, which had paid $250,000 of certain legal
fees on our behalf and had provided us with  certain  consulting  services.  The
promissory note represented the accumulation of money lent and services provided
by Vantage Consulting Group. This Promissory Note became due and payable in full
on June 23,  2003.  Vantage  Consulting  Group is owned by Gary D.  Morgan,  our
former Chief Executive Officer and Chairman of our Board of Directors.

           On  June  23,  2003,  we  entered  into an  Equity-For-Debt  Exchange
Agreement  with  Vantage  Consulting  Group  for the  exchange  of the  $250,000
principal  amount  promissory  note for  warrants to purchase  1,000,000  shares
(post-split  adjusted for a 2:1 forward stock split effected on August 14, 2003)
of our common  stock at $0.25  (post-split  adjusted)  per share.  We incurred a
charge  during the third quarter of 2003 in the amount of $250,000 for the legal
expenses that were paid by Vantage  Consulting Group on our behalf.  We incurred
an  additional  charge in the amount of $171,243 for the  estimated  fair market
value of the warrants that were issued to Vantage Consulting Group, which amount
represents  the excess  over the fair market  value of the legal and  consulting
services provided by Vantage Consulting Group.

           On July 1,  2003 we  obtained  a line of  credit  loan not to  exceed
$500,000 from Pacific Commercial Group LLC. For each draw on the line of credit,
we agreed to issue a convertible promissory note to Pacific Commercial Group. As
of  December  31,  2003 we  borrowed  the full  amount from this line of credit.
Accordingly,  we issued an aggregate of $500,000  principal  amount  convertible
promissory notes to Pacific  Commercial Group. The convertible  promissory notes
accrue  interest  at the  rate of 6% per year  through  their  maturity  date of
December 1, 2004. The promissory notes are convertible into shares of our common
stock at $4.00 per share or 50% of the closing bid price on the conversion date,
whichever is lower, and subject to adjustment.

           In our  quarterly  report  on  Form  10-QSB  for  the  quarter  ended
September  30, 2003,  we disclosed  that we entered into a Regulation S Purchase
Agreement,  dated  November 6, 2003,  with Aurora Two,  Ltd. for a major funding
transaction. The closing and the valuation of the transaction was expected to be
complete in early  December  2003.  On November 18, 2003,  we issued  12,000,000
shares of our common stock to Aurora Two, Ltd.  contingent on providing  funding


                                       12
<PAGE>

under the Purchase  Agreement.  Because Aurora Two, Ltd. never provided  funding
under the Purchase  Agreement,  we cancelled the Purchase  Agreement on March 2,
2004.  The shares  issued to Aurora Two,  Ltd.  were  cancelled  and returned to
treasury on March 2, 2004.

CONTRACTUAL OBLIGATIONS

           We  do  not  have  any  material  contractual  obligations  currently
outstanding requiring payments over the next five years.

OFF BALANCE SHEET ARRANGEMENTS

           We do not have any off balance sheet  arrangements as of December 31,
2003 or as of the date of this report.

SUBSEQUENT EVENTS

           On January 27, 2004, Gary Morgan resigned as Chairman of our Board of
Directors and Chief Executive  Officer to pursue other  endeavors.  Mr. Morgan's
resignation was on good terms and did not involve any  disagreement.  Mr. Morgan
had an employment  agreement,  which was filed with the  Securities and Exchange
Commission  on August 15,  2003,  as an exhibit to a Form 8-K.  This  employment
agreement  was  terminated  upon his  resignation,  pursuant  to the  terms  and
conditions of a settlement  agreement that we entered with Mr. Morgan on January
18, 2004.  Although  titled  "settlement  agreement," no releases were exchanged
under this  agreement.  Additionally,  we issued to Mr.  Morgan (i) a promissory
note in the principal amount of $370,500.00, with interest at the rate of 6% per
annum payable by April 30, 2004, provided the Company receives US $10,000,000 or
more in equity  financing  prior to such date;  and (ii) a warrant  to  purchase
500,000 shares of our common stock,  exercisable  beginning September 1, 2004 at
an  exercise  price of $4.00 per share.  In  addition,  Mr.  Morgan  exercised a
warrant he received in June 2003,  pursuant to which he received  942,792 shares
of our restricted  common stock.  We failed to repay the  $370,500.00  principal
amount  promissory note by April 30, 2004. On June 3, 2004, in consideration for
Mr. Morgan waiving our default on the promissory  note, we amended Mr.  Morgan's
settlement agreement, reducing the exercise price of Mr. Morgan's warrant to the
closing  price of our common stock on June 3, 2004.  In  addition,  we agreed to
cancel the promissory note in exchange for the issuance of a new promissory note
dated  June 3,  2004 in the  principal  amount  of  $370,500.00,  with 4% annual
interest  accruing from January 26, 2004, with repayment in eight equal payments
of $53,413.46, paid semi-annually, with the first payment due December 11, 2004.
The new promissory note does not include any  contingencies  or  representations
relating to future financings,  but includes an option for Mr. Morgan to convert
the  principal  and  interest  at any time,  in whole or in part into our common
stock at the last sale price per share on the date that Mr.  Morgan gives notice
of his election to convert.  On June 17,  2004,  Mr.  Morgan  notified us of his
intention to convert the entire loan balance of  $376,265.57  into shares of our
common stock. On June 28, 2004, we issued Mr. Morgan  1,505,062 shares of common
stock pursuant to his conversion of the new promissory note.

           On May 21, 2004,  we entered  into an  agreement  for the purchase of
Shanghai Bofeng Internet  Technology Co. Ltd. We acquired 95% of the outstanding
capital  stock of  Shanghai  Bofeng  Internet  Technology  in exchange of 38,786
shares of our common stock.

           During May and June of 2004, we repurchased  and retired an aggregate
of 21,763,382 shares of our common stock from certain  controlling  shareholders
in a series of separate transactions. These shares represented approximately 52%
of our 41,908,184 shares of common stock outstanding before these  transactions.
The repurchase transactions took place as follows:

     o    On May 24, 2004,  we entered into a Settlement  Agreement  and Release
          and Waiver of Claims  with our  wholly  owned  subsidiary,  World Info
          China,  and  Yong-Kun-Chen  Technology  Co.  Ltd (a/k/a  Forever  King
          Technology Corp., Ltd.).  Pursuant to the Agreement,  we exchanged all
          of  World  Info  China's  common  stock  ownership  of  Forever  King,
          representing   approximately  61.33%  of  Forever  King's  outstanding
          shares,  for  2,464,014  shares of our common  stock that was owned by
          Forever  King.  Under the  Agreement,  Forever King also  released and
          waived any and all potential claims that it may have against us. World
          Info China acquired its 61.33% ownership of Forever King prior to 2002


                                       13
<PAGE>

          in consideration for $4,000,000 cash. Accordingly our shares of common
          stock that were repurchased from Forever King were valued at $1.62 per
          share ($4,000,000 / 2,464,014) on an original cost basis.  However, at
          the time of this repurchase,  we were carrying no value on our balance
          sheet for this investment, since we had written it off.

     o    On June 4, 2004,  we entered  into a Common Stock  Exchange  Agreement
          with  our  wholly  owned  subsidiary,  World  Info  China,  and  Cloud
          Technology  Co.  Pursuant to the  Agreement,  we  exchanged  4,757,831
          shares of common  stock of  Weichang  International  Technology,  Inc.
          owned by World Info  China for  9,149,368  shares of our common  stock
          that was owned by Cloud Technology Co. World Info China acquired these
          4,757,831  shares  of  Weichang  during  2003  in  consideration   for
          $3,000,000  cash.  Accordingly  our  shares of common  stock that were
          repurchased  from  Cloud  Technology  were  valued  at $0.33 per share
          ($3,000,000 / 9,149,368).

     o    Also on  June  4,  2004,  we  entered  into a  Common  Stock  Exchange
          Agreement with our wholly owned subsidiary,  World Info China, and JYN
          Seng  International  Technology,  Ltd.  Pursuant to the Agreement,  we
          exchanged  4,992,169 shares of common stock of Weichang  International
          Technology,  Inc.  owned by World  Info  China  and all of World  Info
          China's  ownership  of  YuQi  Information  Technology  Co.,  Ltd.  for
          5,100,000  shares  of our  common  stock  that  was  owned by JYN Seng
          International Technology, Ltd. World Info China acquired the 4,992,169
          shares of Weichang  and 75% of the  outstanding  shares of YuQi during
          2003 in consideration  for $2,381,200 in cash.  Accordingly our shares
          of common  stock that were  repurchased  from JYN Seng were  valued at
          $0.47 per share ($2,381,200 / 5,100,000).

     o    On June 13, 2004,  we entered into a Settlement  Agreement and Release
          and Waiver of Claims  with our  wholly  owned  subsidiary,  World Info
          China,  and Modern Worldwide  Internet & Multimedia Corp.  Pursuant to
          the  Agreement,  we exchanged  all of World Info China's  common stock
          ownership of Modern  Worldwide  Internet,  representing  approximately
          22.5% of Modern Worldwide Internet's outstanding shares, for 1,550,000
          shares  of our  common  stock  that  was  owned  by  Modern  Worldwide
          Internet. Under the Agreement, Modern Worldwide Internet also released
          and waived any and all  potential  claims that it may have against us.
          World Info China  acquired  its 22.5%  ownership  of Modern  Worldwide
          Internet prior to 2002.

     o    On June 24, 2004,  we entered into a Settlement  Agreement and Release
          and Waiver of Debt with our wholly owned subsidiary, World Info China,
          World Info China's  majority owned  subsidiary,  International  Joyful
          Shopping Mall Internet  Business Co., Ltd. and an individual debtor to
          International   Joyful   Shopping  Mall,  Kuo  Yu-Yen.   During  2003,
          International  Joyful Shopping Mall advanced to Kuo Yu-Yen  $1,775,997
          in cash for Kuo Yu-Yen to seek a potential  investment  opportunity on
          behalf of International  Joyful Shopping Mall.  Acknowledging that Kuo
          Yu-Yen is unable to repay this sum,  the debt was forgiven in exchange
          for the return to us of 3,500,000  shares of our common stock that was
          owned by Kuo Yu-Yen.  Our shares of common stock that were repurchased
          from  Kuo  Yu-Yen  were  valued  at  $0.51  per  share  ($1,775,997  /
          3,500,000).

           As a result of the above transactions, World Info China no longer has
an  ownership  interest  in WeiChang  International  Technology,  Inc.  and YuQi
Information  Technology  Co.,  Ltd.  Our Board of  Directors  believes  that the
repurchase of these shares creates  significant  shareholder  value.  The assets
conveyed in these  transactions  were considered by the Board of Directors to be
non-performing assets with respect to our on-going business.

           During the first five months of 2004,  we borrowed  $650,000.00  from
Mangonet,  Inc. to fund our restructuring  expenses. On June 5, 2004 we issued a
promissory note to Mangonet,  Ltd in the amount of $650,000. The promissory note
accrues  interest  at the rate of 4% per annum  and is  payable  in eight  equal
payments of $88,731.37, paid semi-annually,  with the first payment due December
5, 2004.  Mangonet  has an option to convert the  principal  and interest of the
promissory  note at any time, in whole or in part,  into our common stock at the
last closing sale price per share on the day that  Mangonet  gives notice of its
desire to covert.  On June 17, 2004 we received a notice of Mangonet's desire to
convert the promissory note into shares of our common stock.


                                       14
<PAGE>

SIGNIFICANT ACCOUNTING POLICIES

           PRINCIPLES  OF  CONSOLIDATION.  We  consolidate  the  accounts of all
majority  owned  subsidiaries.   All  significant   intercompany   balances  and
transactions have been eliminated in the consolidated financial statements.

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

           CASH  AND  CASH  EQUIVALENTS.   We  maintain  a  cash  balance  in  a
non-interest-bearing  account that currently does not exceed  federally  insured
limits.  For the  purpose of the  statements  of cash flows,  all highly  liquid
investments with an original  maturity of three months or less are considered to
be cash equivalents.

           INVESTMENTS.  Inestments  principally  are  securities  of public and
privately-held securities.

           Short-term  investments  are carried at fair value and the unrealized
gains and  losses  are  recorded  as  accumulated  other  income  in the  income
statements.

           Long-term  investments  in which we own less  than 20% of the  voting
rights of the investee  companies are accounted for at (a) cost, if the investee
companies  are not listed or (b) the fair value,  if the investee  companies are
listed.  The  unrealized  gains and losses  resulting from the changes in market
value of such  investments are recorded in the  stockholder's  equity  accounts,
When it becomes  clearly  evident that there has been a permanent  impairment in
value and the chance if recovery is minimal,  loss is  recognized in the current
year.

           Long-term  investments in companies over which we have the ability to
exercise  significant  influence,  but do not hold a controlling  interest,  are
accounted  for under the equity method and our  proportionate  share of investee
company's net equity is recorded in the current year's operations.

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

           INVENTORIES.  Inventories  are  stated at the lower of cost or market
value,  with cost being determined on a weighted average basis.  Provisions made
for inventory  obsolescence and declines in market value are included in cost of
goods sold.

           PROPERTY,  PLANT AND  EQUIPMENT.  Property,  plant and  equipment are
stated at cost less  accumulated  depreciation.  Depreciation is provided on the
straight-line  method using the assets'  economic service lives plus one year as
salvage  value.  The  estimated  useful  lives of the  assets  are  based on the
following life expectancy:

           Building                                                 50 years
           Information, communication equipment and software        5 years
           Office furniture and fixtures                            3 to 5 years
           Transportation equipment                                 5 years
           Leasehold improvements                                   5 years

           Leasehold  improvements are depreciated over the life of the lease or
the assets,  whichever is shorter.  Major  improvements and replacements,  which
extend the useful  life of an asset are  capitalized  and  depreciated  over the


                                       15
<PAGE>

remaining   estimated  useful  life  of  the  asset.   Repairs  and  maintenance
expenditures are charged to operations as incurred.

           When  assets are retired or sold,  the costs and related  accumulated
depreciation  and  amortization are eliminated and any resulting gain or loss is
reflected in operations.

           DEFERRED  CHARGES.  Deferred  charges  consist of software and system
design  costs.   Deferred  charges  are  stated  at  cost  and  amortized  on  a
straight-line over 3 to 5 years.

           REVENUE  RECOGNITION  POLICY. We enter into contractual  arrangements
for web-site development  services. We recognize revenue for website development
services  based  on  Statement  of  Position  ("SOP")  97-2,  "Software  Revenue
Recognition,"  as amended and modified by SOP 98-9,  "Modification  of SOP 97-2,
Software Revenue  Recognition,  With Respect to Certain  Transactions." SOP 98-9
modified  SOP 97-2 by requiring  revenue to be  recognized  using the  "residual
method" if certain  conditions  are met.  Revenues are  recognized  based on the
residual method when an agreement has been signed by both parties,  the fees are
fixed or determinable,  collection of the fees is probable,  and delivery of the
website  has  occurred  and  no  other   significant   obligations   remain.  We
contractually  agree to host the websites for no additional fee and at a minimal
cost to us for periods ranging from 1 year to an indefinite period of time based
on the terms of the  individual  contracts.  We defer 5% of our revenue to match
our costs incurred to host the websites in future years.

           EARNINGS PER SHARE.  Net earnings per share is provided in accordance
with Statement of Financial  Accounting  Standards No. 128 (SFAS #128) "Earnings
Per Share." Basic earnings per share is computed by dividing earnings  available
to  common  stockholders  by  the  weighted  average  number  of  common  shares
outstanding during the period.

           MINORITY   INTEREST.   Minority   interest   represents  the  outside
shareholders'  17.50% and 20.57% ownership of International Joyful shopping Mall
Internet  Business  Co.,  Ltd for the  year  ended  December  31,  2002 and 2003
respectively,  38.67%  ownership of  Yong-Kun-Chen  Technology  Co., Ltd. (a/k/a
Forever  King  Technology,  Ltd.) for the year ended  December 31, 2002 and 2003
respectively,  25% ownership of YuQi  Information  Technology,  Inc for the year
ended December 31, 2003 and 22% ownership of WeiCheng International  Technology,
Inc. for the year ended December 31, 2003.

           ADVERTISING  COSTS.  We expense all costs of advertising as incurred.
We expensed  $194,561 and $74,422 in  advertising  costs included in selling and
marketing expenses for the year ended December 31, 2003 and 2002, respectively.

           FOREIGN  CURRENCY  TRANSLATIONS.  The  functional  currency  for  our
foreign  subsidiaries  is the local  currency,  New Taiwan  dollars.  Assets and
liabilities of our foreign  operations are translated  into U.S.  dollars at the
exchange  rates in effect at the balance  sheet date;  revenues and expenses are
translated  using the average  exchange  rates in effect during the period.  The
cumulative   translation   adjustments   are  included  in   accumulated   other
comprehensive  income or loss,  which is a separate  component of  stockholders'
equity. Foreign currency transaction gains or losses are included in the results
of operations.

           FAIR VALUE OF FINANCIAL  INSTRUMENTS.  Fair value estimates discussed
herein are based upon  certain  market  assumptions  and  pertinent  information
available to management as of December 31, 2003. The  respective  carrying value
of  certain  on-balance-sheet  financial  instruments  approximated  their  fair
values.  These financial  instruments  include cash and accounts  payable.  Fair
values were assumed to approximate carrying values for cash and payables because
they are short term in nature and their carrying amounts approximate fair values
or they are payable on demand.

           IMPAIRMENT OF LONG-LIVED ASSETS. Long-lived assets, such as property,
plant and  equipment,  and  intangible  assets,  are  evaluated  for  impairment
whenever  events or changes in  circumstances  indicate the carrying value of an
asset may not be  recoverable.  An impairment  loss is recognized when estimated
undiscounted future cash flows expected to result from the use of the asset plus
net proceeds  expected from  disposition of the asset, if any, are less than the
carrying value of the asset. When impairment is identified,  the carrying amount
of the asset is reduced to its estimated fair value.


                                       16
<PAGE>

           STOCK-BASED  COMPENSATION.  We  account  for  stock-based  awards  to
employees  in  accordance  with  Accounting  Principles  Board  Opinion  No. 25,
"Accounting for Stock Issued to Employees" and related  interpretations  and has
adopted  the  disclosure-only  alternative  of  FAS  No.  123,  "Accounting  for
Stock-Based   Compensation."   Options  granted  to   consultants,   independent
representatives  and other  non-employees are accounted for using the fair value
method as prescribed by FAS No. 123.

           SEGMENT  REPORTING.  We  follow  Statement  of  Financial  Accounting
Standards No. 130,  "Disclosures  about  Segments of an  Enterprise  and Related
Information."  We  operate  as a single  segment  and will  evaluate  additional
segment disclosure requirements as we expands our operations.

           DIVIDENDS.  Under World Info  China's  Articles of  Incorporation  in
Taiwan,  current year's net income, if any, shall first be used to pay all taxes
and offset  prior years'  operating  losses,  then setting 10% of the  remaining
amount as legal reserve; and the remainder shall be appropriated as follows:

           2.5% as special bonus to employees;
           2.5% as remuneration to directors and supervisors; and
           95% as dividends to shareholders.

           Dividends are  distributed in shares of common stock or a combination
of cash and common stock.

           On  June  13,  2004,  our  Board  of  Directors   declared  that  the
Appropriations and payment of dividends shall be paid as follows:

           Amounts  due to our  employee  profit  sharing  plan are  $64,163 and
$30,132  in 2003 and 2002  respectively.  On  September  30,  2004 the  Board of
Directors will issue 250,000 shares of our common stock of which: 125,000 shares
will be distributed to the Taiwan  employees,  75,000 shares will be distributed
to the Taiwan  Supervisors  and  50,000 to Board  members.  The  shares  will be
equally  divided  among the Board members and the Board members shall divide the
other shares as they shall agree on that date.

           Amounts due to the shareholders are $2,450,798 and $1,144,392 in 2003
and 2002 respectively.  The Board of Directors plans to forward split our issued
and outstanding stock 1.2 to 1 with a September 17, 2004 dividend date.

           INCOME TAXES. We follow  Statement of Financial  Accounting  Standard
No. 109,  "Accounting  for Income  Taxes"  ("SFAS No.  109") for  recording  the
provision for income  taxes.  Deferred tax assets and  liabilities  are computed
based upon the difference  between the financial  statement and income tax basis
of assets and  liabilities  using the enacted  marginal tax rate applicable when
the related  asset or liability is expected to be realized or settled.  Deferred
income  tax  expenses  or  benefits  are  based on the  changes  in the asset or
liability  each period.  If available  evidence  suggests that it is more likely
than not  that  some  portion  or all of the  deferred  tax  assets  will not be
realized, a valuation allowance is required to reduce the deferred tax assets to
the amount that is more likely than not to be realized.  Future  changes in such
valuation  allowance are included in the provision for deferred  income taxes in
the period of change. Deferred income taxes may arise from temporary differences
resulting  from income and expense items  reported for financial  accounting and
tax purposes in different  periods.  Deferred taxes are classified as current or
non-current,  depending on the classification of assets and liabilities to which
they relate.  Deferred  taxes arising from  temporary  differences  that are not
related to an asset or  liability  are  classified  as  current  or  non-current
depending  on the periods in which the  temporary  differences  are  expected to
reverse.

           RECENT  PRONOUNCEMENTS.  In June 2001,  the FASB issued  Statement of
Financial  Accounting  Standards  No.  143,  "Accounting  for  Asset  Retirement
Obligations"  ("FAS 143").  FAS 143 changes the recorded  amount of  liabilities
associated with asset retirements and requires the accretion of interest expense
over  the  remaining  life  of the  asset.  FAS  143  also  requires  additional
disclosure regarding asset retirement obligations.

           This Statement is effective for fiscal years beginning after June 15,
2002.  The  adoption of this  statement  is not  expected to have a  significant
impact on our financial condition or results of operations.


                                       17
<PAGE>

           In August 2001,  the FASB issued  Statement  of Financial  Accounting
Standards  No. 144,  "Accounting  for the  Impairment  or Disposal of Long-Lived
Assets" ("FAS 144"). FAS 144 retains the existing  requirements to recognize and
measure  the  impairment  of  long-lived  assets  to be held  and  used or to be
disposed of by sale. However,  FAS 144 changes the scope and certain measurement
requirements  of  existing  accounting  guidance.   FAS  144  also  changes  the
requirements  relating to reporting the effects of a disposal or discontinuation
of a segment of a  business.  This  Statement  is  effective  for  fiscal  years
beginning after December 15, 2001. The adoption of this statement did not have a
significant impact on our financial condition or results of operations.

           In April 2002,  the FASB issued  Statement  of  Financial  Accounting
Standards No. 145 "Rescission of Statements No. 4, 14 and 64,  Amendment of FASB
Statement  No.  13 and  Technical  Corrections."  ("FAS  145").  This  Statement
rescinds SFAS No. 4, "Reporting Gains and Losses from  Extinguishment  of Debt,"
and an amendment of that Statement,  SFAS No. 64,  "Extinguishments of Debt Made
to Satisfy Sinking-Fund Requirements." This Statement also rescinds SFAS No. 44,
"Accounting for Intangible Assets of Motor Carriers." This Statement amends SFAS
No. 13,  "Accounting  for Leases," to eliminate  any  inconsistency  between the
required accounting for sale-leaseback  transactions and the required accounting
for certain lease  modifications  that have economic effects that are similar to
sale-leaseback transactions.

           FAS 145 also amends other existing  authoritative  pronouncements  to
make  various  technical  corrections,   clarify  meanings,  or  describe  their
applicability under changed  conditions.  This statement is effective for fiscal
years  beginning  after May 15,  2002.  We adopted this  statement in 2003.  The
adoption of this  statement did not have a  significant  impact on our financial
condition or results of operations.

           In November 2002, the FASB issued  Interpretation No. 45, Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees of  Indebtedness  of Others (FIN 45). FIN 45 requires the recognition
of certain  guarantees as  liabilities at fair market value and is effective for
guarantees  issued or modified  after  December  31,  2002.  We have adopted the
disclosure requirement of FIN 45 and do not expect the impact of the fair market
value  requirement  to have a  material  impact on our  financial  condition  or
results of operations.

           In December 2002, the FASB issued  Statement of Financial  Accounting
Standards No. 148  "Accounting  for  Stock-Based  Compensation  - Transition and
Disclosure." The statement allows for our current method of accounting for stock
options to continue.  Effective for interim periods beginning after December 15,
2002,  disclosure  will be required for  information  on the fair value of stock
options and the effect on earnings per share (in tabular  form) for both interim
and annual  reports.  We adopted this  statement  in 2003.  The adoption of this
statement  did not have a  significant  impact  on our  financial  condition  or
results of operations.

           In January 2003, the FASB issued Interpretation No. 46, Consolidation
of Variable  Interest  Entities,  an  Interpretation of ARB No. 51 (FIN No. 46),
which requires the  consolidation  of certain  variable  interest  entities,  as
defined.  FIN No. 46 is effective  immediately  for variable  interest  entities
created after January 31, 2003, and on July 1, 2003 for  investments in variable
interest  entities  acquired before February 1, 2003;  however,  disclosures are
required  currently if a company  expects to consolidate  any variable  interest
entities. As we do not have any such variable interest entities, the adoption of
FIN No.  46 did not have an  impact  on our  results  of  operations,  financial
position or cash flows.

           In April 2003, the FASB issued SFAS No. 149,  "Amendment of Statement
133 on Derivative instruments and Hedging Activities" ("SFAS No. 149"). SFAS No.
149 amends and clarifies  financial  accounting  and  reporting  for  derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts  and for  hedging  activities  under  SFAS  No.  133  "Accounting  for
Derivative  Instruments and Hedging  Activities."  SFAS No. 149 is effective for
contracts  entered  into or  modified  after  June  30,  2003  and  for  hedging
relationships designated after June 30, 2003. The adoption of this statement did
not  have a  significant  impact  on  our  financial  condition  or  results  of
operations.

           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  that,  under
previous  guidance,  issuers could account for as equity.  FASB No. 150 requires
that  those  instruments  entered  into or  modified  after  May 31,  2002,  and
otherwise is effective at the  beginning of the first interim  period  beginning


                                       18
<PAGE>

after June 15, 2003.  The  adoption of this  statement is not expected to have a
material impact on our financial condition or results of operations.

RISK FACTORS

RISKS RELATING TO RECENT DEVELOPMENTS

           CONTINUING  NEGATIVE  PUBLICITY MAY MATERIALLY  ADVERSELY  AFFECT OUR
FINANCIAL  PERFORMANCE  OR  FINANCIAL  CONDITION.  As a result of the  temporary
suspension of trading of our securities ordered by the SEC on March 16, 2004 and
the  transactions  and events  discovered  by our  management,  we have, to some
extent,  been the subject of negative  publicity  surrounding  our  business and
operations.  This negative publicity may have an effect on the terms under which
some  customers  are willing to continue to do business with us and could affect
our financial performance or financial condition.

           SEC REVIEW  MAY  REQUIRE  US TO AMEND OUR  PUBLIC  DISCLOSURES.  As a
result of the events  surrounding  the  temporary  suspension  of trading of our
securities  ordered by the SEC on March 16, 2004 and the transactions and events
discovered by our management,  we may receive  comments from the SEC relating to
this annual report on Form 10-KSB and our other periodic  filings.  As a result,
we may be required to amend this Form 10-KSB or other reports filed with the SEC
in order to make adjustments or additional disclosures

RISKS RELATED TO OUR BUSINESS

           WE FACE INTENSE COMPETITION.  The market segments in which we compete
are rapidly evolving and intensely competitive,  and we have many competitors in
different  industries,   including  both  the  retail  and  e-commerce  services
industries.

           Many of our current and potential  competitors  have longer operating
histories,  larger customer bases, greater brand recognition,  and significantly
greater financial,  marketing,  and other resources than we have. Competitors in
both the retail and e-commerce  services  industries  also may be able to devote
more resources to technology development and marketing than we do.

           Competition in the e-commerce markets may intensify.  Other companies
in the  retail  and  e-commerce  service  industries  may  enter  into  business
combinations  or alliances  that  strengthen  their  competitive  positions.  As
various   Internet  market   segments   obtain  large,   loyal  customer  bases,
participants  in those segments may expand into the market  segments in which we
operate.  In addition,  new and expanded Web technologies may further  intensify
the  competitive  nature of online  retail.  The  nature of the  Internet  as an
electronic marketplace facilitates competitive entry and comparison shopping and
renders it inherently more competitive than conventional retailing formats. This
increased competition may reduce our sales, operating profits, or both.

           SYSTEM INTERRUPTION AND THE LACK OF INTEGRATION AND REDUNDANCY IN OUR
SYSTEMS  MAY AFFECT  OUR  REVENUES.  Customer  access to our  websites  directly
affects the services we offer and thus affects our net  revenues.  We experience
occasional system interruptions that make our websites unavailable or prevent us
from efficiently  providing services to third parties,  which may reduce our net
sales and the  attractiveness of our products and services.  If we are unable to
continually  add  additional  software  and hardware and upgrade in an effective
manner  our  systems  and  network   infrastructure,   it  could  cause   system
interruption and adversely affect our operating results.

           Our  computer  and  communications  systems and  operations  could be
damaged or interrupted by fire, flood, power loss,  telecommunications  failure,
earthquakes,  acts of war or terrorism,  acts of God, computer viruses, physical
or electronic break-ins, and similar events or disruptions.  Any of these events
could cause system  interruption,  delays,  and loss of critical data, and could
prevent us from operating our business.

           Should  this  occur,  it  would  make  our  product   offerings  less
attractive to our customers and our service  offerings less  attractive to third
parties.  While we do have backup systems for certain aspects of our operations,
our systems are not fully redundant and our disaster  recovery  planning may not
be  sufficient  for all  eventualities.  In  addition,  we may  have  inadequate
insurance  coverage or insurance limits to compensate us for losses from a major
interruption.  If any of this were to occur,  it could damage our reputation and
be expensive to remedy.


                                       19
<PAGE>

           GOVERNMENT  REGULATION OF THE INTERNET AND E-COMMERCE IS EVOLVING AND
UNFAVORABLE CHANGES COULD HARM OUR BUSINESS.  We are subject to general business
regulations and laws, as well as regulations and laws specifically governing the
Internet  and  e-commerce.  Such  existing and future laws and  regulations  may
impede the growth of the Internet or other online  services.  These  regulations
and laws may cover taxation,  user privacy, data protection,  pricing,  content,
copyrights,   distribution,   electronic  contracts  and  other  communications,
consumer  protection,  the  provision  of  online  payment  services,  broadband
residential Internet access, and the characteristics and quality of products and
services.  It is not clear how existing laws  governing  issues such as property
ownership,  sales and other  taxes,  libel,  and personal  privacy  apply to the
Internet and  e-commerce.  Unfavorable  resolution  of these issues may harm our
business.  In addition,  many jurisdictions  currently  regulate  "auctions" and
"auctioneers" and may regulate online auction  services.  Jurisdictions may also
regulate other consumer-to-consumer online markets, including certain aspects of
our  business.  This could,  in turn,  diminish  the demand for our products and
services and increase our cost of doing business.

           WE MAY NOT BE ABLE TO  ADAPT  QUICKLY  ENOUGH  TO  CHANGING  CUSTOMER
REQUIREMENTS  AND INDUSTRY  STANDARDS.  Technology  in the  e-commerce  industry
changes rapidly. We may not be able to adapt quickly enough to changing customer
requirements and preferences and industry standards. Competitors often introduce
new products and services with new technologies. These changes and the emergence
of new industry  standards and practices could render our existing  websites and
proprietary technology obsolete.

           THE INTERNET AS A MEDIUM FOR COMMERCE IS  UNCERTAIN.  Consumer use of
the Internet as a medium for commerce is a recent phenomenon and is subject to a
high level of  uncertainty.  While the number of Internet users has been rising,
the  Internet  infrastructure  may not expand fast enough to meet the  increased
levels of  demand.  If use of the  Internet  as a medium for  commerce  does not
continue  to grow or grows at a slower  rate than we  anticipate,  our  revenues
would be lower than expected and our business would be harmed.

           WE COULD BE LIABLE FOR UNLAWFUL OR FRAUDULENT  ACTIVITIES BY USERS OF
OUR  WEBSITES.  We may be unable to prevent  users of our websites  from selling
unlawful goods, or from selling goods in an unlawful  manner.  We may face civil
or criminal liability for unlawful and fraudulent  activities by our users under
China  and  U.S.  laws  and the laws and  regulations  of  other  countries.  In
addition,  if we are unsuccessful in preventing our users from providing content
that is either illegal or that violates the proprietary rights of others, it may
result in liability to us. Any costs we incur as a result of liability  relating
to the sale of  unlawful  goods,  the  unlawful  sale of goods,  the  fraudulent
receipt  of goods,  or the  fraudulent  collection  of  payments  could harm our
business.

           OUR  BUSINESS  STRATEGY  ENTAILS  ACQUIRING  OTHER  COMPANIES,  WHICH
INVOLVES  UNCERTAINTIES WITH REGARD TO POTENTIAL SUCCESS OF OUR ACQUISITIONS AND
MAY RESULT IN DILUTION  TO OUR CURRENT  STOCKHOLDERS'  OWNERSHIP  INTERESTS.  If
appropriate  opportunities present themselves,  we intend to acquire businesses,
technologies,  services or products that we believe are strategic and would help
us to expand our operations  and/or  customer base.  Future  acquisitions  could
result in potentially dilutive issuances of equity securities, the incurrence of
debt,  contingent  liabilities and/or amortization  expenses related to goodwill
and other  intangible  assets,  which  could  materially  adversely  affect  our
business, results of operations and financial condition. Any future acquisitions
of other  businesses,  technologies,  services or products  might  require us to
obtain  additional  equity or debt  financing,  which might not be  available on
favorable  terms,  or at all,  and  such  financing,  if  available,  may have a
dilutive effect on the ownership and voting control of current shareholders.

           WE MAY NOT BE ABLE TO PROTECT OUR  PROPRIETARY  TECHNOLOGY  AND OTHER
INTELLECTUAL  PROPERTY FROM INFRINGEMENT BY THIRD PARTIES. We regard substantial
elements  of  our  future  and  underlying   infrastructure  and  technology  as
proprietary  and attempt to protect them by relying on trademark,  service mark,
copyright and trade secret laws and  restrictions on disclosure and transferring
title and other methods. We plan to enter into  confidentiality  agreements with
future employees consultants.  Despite these precautions, it may be possible for
a third party to copy or otherwise  obtain and use our  proprietary  information
without  authorization  or to develop similar  technology  independently.  Legal
standards  relating to the validity,  enforceability  and scope of protection of
certain proprietary rights is uncertain, and no assurance can be given as to the
future  viability  or value of any of our  proprietary  rights.  There can be no
assurance  that  the  steps  taken  by  us  will  prevent   misappropriation  or
infringement of our proprietary information, which could have a material adverse
effect on our business, results of operations and financial condition.


                                       20
<PAGE>

           THERE ARE ECONOMIC  RISKS  ASSOCIATED  WITH DOING BUSINESS IN TAIWAN,
PARTICULARLY  DUE TO THE  TENSE  RELATIONSHIP  BETWEEN  TAIWAN  AND  CHINA.  Our
business operations are primarily located in Taiwan and most of our revenues are
derived from customers in Taiwan.  Taiwan, as part of the Republic of China, has
a unique international  political status. The People's Republic of China, or the
PRC,  asserts  sovereignty over mainland China and Taiwan and does not recognize
the  legitimacy  of the Taiwan  government.  Although  significant  economic and
cultural  relations have been established during recent years between Taiwan and
the PRC, the PRC government has indicated that it may use military force to gain
control  over Taiwan if Taiwan  declares  independence  or if any foreign  power
interferes in Taiwan's  affairs.  Relations between Taiwan and the PRC and other
factors  affecting  the  political or economic  conditions  of Taiwan could also
affect our businesses.

           FLUCTUATIONS IN THE EXCHANGE RATE BETWEEN NEW TAIWAN DOLLARS AND U.S.
DOLLARS COULD INCREASE OUR COSTS RELATIVE TO OUR REVENUES, WHICH COULD ADVERSELY
AFFECT OUR  PROFITABILITY.  Historically,  all of our revenues and a majority of
our expenses and liabilities  have been  denominated in New Taiwan dollars,  the
currency of Taiwan.  We also generate  expenses and liabilities in U.S. dollars.
In the future, we may also conduct business in additional  foreign countries and
generate revenues,  expenses and liabilities in other foreign  currencies.  As a
result, we are subject to the effects of exchange rate fluctuations with respect
to any of these  currencies.  We have not entered  into  agreements  or purchase
instruments  to hedge  our  exchange  rate  risks  although  we may do so in the
future. If we do so in the future, these agreements and instruments may not help
us to hedge our exchange rate risks completely.

           ANY FUTURE OUTBREAK OF SEVERE ACUTE  RESPIRATORY  SYNDROME,  OR SARS,
MAY  MATERIALLY  AND  ADVERSELY  AFFECT OUR BUSINESS AND RESULTS OF  OPERATIONS.
Since  March  2003,  several  economies  in Asia,  including  China,  Hong Kong,
Singapore  and  Taiwan,  have been  affected by the  outbreak of SARS,  a highly
contagious form of atypical  pneumonia.  SARS has caused damage to the trade and
tourism  industries as well as to the  economies  and  financial  markets of the
affected  countries,  including Taiwan. Any economic downturn as a result of any
future SARS outbreak may have an adverse effect on consumer confidence,  and may
in turn result in a decrease in the demand for our products and services,  which
would materially adversely affect our business and results of operations.

           WE DEPEND ON DIVIDENDS FROM OUR SUBSIDIARY IN TAIWAN TO MEET OUR CASH
NEEDS, AND OUR SUBSIDIARY'S ABILITY TO DISTRIBUTE DIVIDENDS TO US MAY BE SUBJECT
TO RESTRICTIONS  UNDER SINGAPORE AND TAIWAN LAWS. Our primary assets  constitute
our ownership  interests in our  subsidiaries  in Taiwan,  including  World Info
China,  International  Joyful  Shopping  Mall  Internet  Business  Co., Ltd. and
Yong-Kun-Chen Technology Co., Ltd. Accordingly,  our primary internal sources of
funds to meet our cash  needs is our  share of the  dividends,  if any,  paid by
these   subsidiaries  in  Taiwan.  The  distribution  of  dividends  from  these
subsidiaries  in Taiwan  to us is  subject  to  restrictions  imposed  by Taiwan
corporate  and tax  regulations.  In addition,  although  there are currently no
foreign  exchange  control  regulations,  which  restrict  the  ability  of  our
subsidiaries in Taiwan to distribute  dividends to us, the relevant  regulations
may be changed and the ability of these subsidiaries to distribute  dividends to
us may be restricted in the future.

           BECAUSE MOST OF OUR ASSETS AND OPERATIONS  ARE LOCATED IN CHINA,  YOU
MAY HAVE  DIFFICULTY  ENFORCING  ANY  CIVIL  LIABILITIES  AGAINST  US UNDER  THE
SECURITIES  AND OTHER LAWS OF THE UNITED  STATES OR ANY STATE.  We are a holding
company,  and all most of our assets are located in the  Republic  of China.  In
addition,  most of our  directors and officers are  non-residents  of the United
States,  and all or a substantial  portion of the assets of these  non-residents
are located  outside the United  States.  As a result,  it may be difficult  for
investors  to effect  service of process  within  the United  States  upon these
non-residents  or to enforce  against them  judgments  obtained in United States
courts,  including  judgments based upon the civil  liability  provisions of the
securities laws of the United States or any state.

           There is  uncertainty  as to whether  courts of the Republic of China
would enforce:

     o    Judgments  of  United  States  courts  obtained  against  us or  these
          non-residents   based  on  the  civil  liability   provisions  of  the
          securities laws of the United States or any state; or

     o    In original  actions  brought in the  Republic  of China,  liabilities
          against us or these non-residents  predicated upon the securities laws
          of the United States or any state.


                                       21
<PAGE>

           Enforcement  of a foreign  judgment in the Republic of China also may
be  limited  or  otherwise  affected  by  applicable   bankruptcy,   insolvency,
liquidation,  arrangement,  moratorium  or similar laws relating to or affecting
creditors'  rights  generally  and will be subject to a statutory  limitation of
time within which proceedings may be brought.

RISKS RELATED TO OUR COMMON STOCK

           SHARES ELIGIBLE FOR FUTURE SALE MAY ADVERSELY  AFFECT THE MARKET.  As
of July 23,  2004,  we had  21,679,864  shares of our  common  stock  issued and
outstanding of which we believe 14,654,906 shares to be restricted shares.  Rule
144 under the Securities Act of 1933, as amended,  provides,  in essence, that a
person holding "restricted securities" for a period of one year may sell only an
amount every three months equal to the greater of (a) one percent of a company's
issued and outstanding  shares, or (b) the average weekly volume of sales during
the  four  calendar  weeks   preceding  the  sale.  The  amount  of  "restricted
securities"  which a person who is not an  affiliate  of our Company may sell is
not so limited,  since  non-affiliates  may sell without volume limitation their
shares  held  for two  years if there is  adequate  current  public  information
available  concerning  our Company.  In such an event,  "restricted  securities"
would be  eligible  for sale to the public at an earlier  date.  The sale in the
public  market of such shares of common stock may  adversely  affect  prevailing
market prices of our common stock.

           THE LIMITED  MARKET FOR OUR SHARES WILL MAKE OUR PRICE MORE VOLATILE;
THEREFORE YOU MAY HAVE DIFFICULTY  SELLING OUR COMMON STOCK.  The market for our
common stock is limited and we cannot  assure you that a larger market will ever
be developed or  maintained.  Currently,  our common stock is traded on the Pink
Sheets. Market fluctuations and volatility,  as well as general economic, market
and political  conditions,  could reduce our market price. As a result, this may
make it difficult or impossible for you to sell our common stock.

           OUR COMMON STOCK IS SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND
THE TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR
STOCK  CUMBERSOME  AND MAY REDUCE THE VALUE OF AN INVESTMENT  IN OUR STOCK.  The
Securities and Exchange Commission has adopted Rule 3a51-1 which establishes the
definition  of a "penny  stock," for the purposes  relevant to us, as any equity
security  that  has a market  price  of less  than  $5.00  per  share or with an
exercise price of less than $5.00 per share, subject to certain exceptions.  For
any transaction involving a penny stock, unless exempt, Rule 15g-9 require:

     o    that a broker or dealer approve a person's account for transactions in
          penny stocks; and

     o    the broker or dealer receive from the investor a written  agreement to
          the transaction,  setting forth the identity and quantity of the penny
          stock to be purchased

           In order to  approve a person's  account  for  transactions  in penny
stocks, the broker or dealer must:

     o    obtain financial  information and investment  experience objectives of
          the person; and

     o    make a reasonable  determination that the transactions in penny stocks
          are suitable for that person and the person has  sufficient  knowledge
          and  experience in financial  matters to be capable of evaluating  the
          risks of transactions in penny stocks.

         The broker or dealer must also deliver,  prior to any  transaction in a
penny stock, a disclosure  schedule  prescribed by the SEC relating to the penny
stock market, which, in highlight form:

     o    sets  forth  the  basis  on  which  the  broker  or  dealer  made  the
          suitability determination; and

     o    that the broker or dealer  received a signed,  written  agreement from
          the investor prior to the transaction.

           Generally,  brokers may be less  willing to execute  transactions  in
securities  subject to the "penny stock" rules.  This may make it more difficult
for  investors  to dispose of our common stock and cause a decline in the market
value of our stock.

           Disclosure  also has to be made about the risks of investing in penny
stocks  in  both  public  offerings  and in  secondary  trading  and  about  the
commissions payable to both the broker-dealer and the registered representative,


                                       22
<PAGE>

current  quotations for the securities and the rights and remedies  available to
an  investor  in cases of fraud in penny stock  transactions.  Finally,  monthly
statements  have to be sent  disclosing  recent price  information for the penny
stock held in the account and information on the limited market in penny stocks.

ITEM 7. FINANCIAL STATEMENTS

           All financial information required by this Item is attached hereto at
the end of this report.

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

SUMMARY OF CHANGE IN ACCOUNTANTS

           On February 17, 2003,  our Board of  Directors  dismissed  Merdinger,
Fruchter,  Rosen &  Company,  P.C.  ("MFRC"),  and on  that  same  day  retained
Beckstead and Watts, LLP ("Beckstead") as our independent auditor for the fiscal
year ended December 31, 2002.

           By letter dated January 15, 2004, Beckstead resigned as our principal
accountants.  Following  the  resignation  of Beckstead on January 15, 2004,  we
appointed Rosenberg Rich Baker Berman & Company, P.A. ("Rosenberg").

           Rosenberg  subsequently  withdrew  as  our  principal  auditing  firm
effective  February  9, 2004.  On April 9, 2004,  we  retained  L.L.  Bradford &
Company,  LLC ("L.L.  Bradford") as  independent  auditors for the period ending
December 31, 2003.

RESIGNATION OF MERDINGER, FRUCHTER, ROSEN & COMPANY, P.C.

           Our  Board  of  Directors  dismissed  Merdinger,  Fruchter,  Rosen  &
Company,  P.C.  effective  February  17,  2003,  and  retained  Beckstead as our
independent  auditor for the fiscal year ended  December 31, 2002.  Our Board of
Directors  and our Audit  Committee  approved of the  dismissal  of MFRC and the
engagement of Beckstead as our independent auditor.  None of the reports of MFRC
on the our financial  statements  for either of the past two years or subsequent
interim  period  contained an adverse  opinion or disclaimer of opinion,  or was
qualified or modified as to uncertainty,  audit scope or accounting  principles,
except that our audited financial statements contained a "going concern" comment
in  Financial  Note 2 in our Form 10KSB for the fiscal year ended  December  31,
2002 which stated the following:

"These  financial  statements  have been prepared in accordance  with accounting
principles  generally  accepted in the United States of America  applicable to a
going concern which  contemplates the realization of assets and the satisfaction
of liabilities and commitments in the normal course of business.  As of December
31, 2002, the Company has realized  nominal  revenue to date and has accumulated
operating losses of approximately $16,000 since inception. The Company's ability
to continue as a going concern is contingent  upon the successful  completion of
additional  financing  arrangements  and its  ability  to achieve  and  maintain
profitable operations.  Managements plans to raise equity capital to finance the
operating and capital  requirements of the Company.  Amounts raised will be used
to further  secure  additional  property and  equipment,  and for other  working
capital purposes. While the Company is expending its best efforts to achieve the
above plans,  there is no assurance  that any such activity will generate  funds
that will be available for operations.  These conditions raise substantial doubt
about the Company's  ability to continue as a going  concern.  These  financials
statements  do  not  include  any   adjustments   that  might  arise  from  this
uncertainty."

           There  were no  disagreements  between  us and MFRC on any  matter of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedure,  which, if not resolved to the  satisfaction of MFRC,  would
have caused them to make reference to the subject matter of the  disagreement in
connection with its report. Further, MFRC has not advised us that:

(1) internal controls necessary to develop reliable financial statements did not
exist; or


                                       23
<PAGE>

(2)  information  has come to the  attention  of MFRC which made it unwilling to
rely upon  management's  representations,  or made it unwilling to be associated
with the financial statements prepared by management; or

(3) the scope of the audit should be expanded significantly,  or information has
come to the  attention  of MFRC that they have  concluded  will,  or if  further
investigated  might,   materially  impact  the  fairness  or  reliability  of  a
previously issued audit report or the underlying  financial  statements,  or the
financial  statements  issued or to be issued  covering  the  fiscal  year ended
December 31, 2002.

RETENTION OF BECKSTEAD AND WATTS, LLP

           On February 17, 2003 we engaged Beckstead as our principal accountant
to audit our financial  statements as successor to MFRC. During the fiscal years
ended December 31, 2002 and December 31, 2003 and through  February 17, 2003, we
have not consulted Beckstead regarding the application of accounting  principles
to a specific  transaction,  either completed or proposed,  or the type of audit
opinion that might be rendered on our  financial  statements,  nor did Beckstead
provide  advice to us,  either  written or oral,  that was an  important  factor
considered  by us in  reaching  a decision  as to the  accounting,  auditing  or
financial reporting issue.  Further,  during the fiscal years ended December 31,
2002 and December 31, 2003 and through  February 17, 2003, we have not consulted
Beckstead on any matter that was the subject of a  disagreement  or a reportable
event.

RESIGNATION OF BECKSTEAD AND WATTS, LLP

           As stated above, by letter dated January 15, 2004, Beckstead resigned
as our principal accountants.

           Beckstead's  work for  calendar  year  2003  was  limited  mostly  to
reviewing our financial  statements for the quarters ended March 31, 2003,  June
30, 2003 and September 30, 2003,  and to issuing  review  reports  (which do not
constitute opinions) with respect to such quarterly financial statements,  which
reports were not included in the Form  10-QSB's  filed for those  periods.  (The
quarterly financial  statements were prepared by our Company, not Beckstead.) In
connection  with  reviewing  such  financial  statements and issuing such review
reports,  Beckstead  performed  Chinese to  English  translations  and  monetary
conversions from Taiwanese  currency to United States  currency.  Prior to their
resignation,  Beckstead  had not audited  any of our  financial  statements  for
calendar year 2003. As set forth in our Form 8-K/A reporting an event of January
3, 2003,  filed on March 17, 2003,  Beckstead had audited and issued a report on
the  financial  statements  of  World  Information  Technology,  Inc.,  a Taiwan
corporation  and  predecessor to our Company.  That report  contained no adverse
opinion or disclaimer of opinion, and was not modified as to uncertainty,  audit
scope, or accounting principles.

           In August 2003, Beckstead,  with our consent, was permitted to select
and  retain  an  individual  from  Hong  Kong  competent  in  audit  and  review
procedures,  and  fluent  in both  Chinese  and  English,  in order  to  perform
additional procedures in Taiwan on our books and records that Beckstead believed
were warranted at the time.  During that review  process,  Beckstead  identified
what it considered to be certain  significant  accounting  and internal  control
issues. By letter dated September 4, 2003 to our chief executive officer and our
chief financial officer, Beckstead stated, in part:

"During the course of certain  `discovery'  procedures  which we have  performed
subsequent  to the issuance of our audit  report  dated March 14,  2003,  on the
financial statements [of the Company's Taiwanese predecessor] for the year ended
December 31, 2002, we have become aware of certain  deficiencies in the internal
control environment of World Information Technology,  Inc. (the "Company") which
have developed subsequent to our audit of the Company."

           Beckstead's  letter further  identified  the following  deficiencies,
which were  discovered  subsequent  to  Beckstead's  audit of the  predecessor's
December 31, 2002 financial statements:

1. Control of assets. The Company has transferred  certain accounts  receivables
to unknown third parties for "collection" purposes.  Beckstead has not been able
to identify a contractual  basis for the transfer.  By making the transfer,  the
Company has a perceived loss in control of  collections,  identification  of the
validity of the accounts  receivable  balance as of December  31, 2002,  and the
loss of control over cash which belongs to the Company.


                                       24
<PAGE>

2. Management override.  The Company has a perceived loss of inherent management
override of the Company assets by  transferring  the accounts  receivable out of
the Company's  control.  Company  management  loses the control to  aggressively
pursue collection of funds due the Company by transferring its collection rights
to an unknown third party.

3. Management  accountability.  The Company has aggressively prevented Beckstead
access  to  certain  individuals  who have  decision-making  authority  over the
Company  books and records.  We have made  repeatedly  unsuccessful  attempts to
discuss  certain  "issues"  with  Company  management  who  should  have  direct
knowledge and accountability for the Company books and records.

4. Press  releases.  Beckstead has become aware of certain press releases issued
by the Company  without  privy to  Beckstead  which  contain  claims made by the
Company which have not been proven to Beckstead and which Beckstead believes may
be potentially misleading.

           In  response  to that  letter,  our  management  provided  additional
documentation  supporting  their  claims  that we had taken steps  necessary  to
satisfy  the  issues   addressed  in  Beckstead's   September  4,  2003  letter.
Thereafter,   Beckstead  advised  us  that  it  considered  these  steps  to  be
satisfactory  for the review of our  financial  statements  for the nine  months
ended September 30, 2003.

           We note that none of  Beckstead's  review  reports  on our  financial
statements  contained any adverse statement or disclaimer,  nor were we notified
of any such matter at the times such reviews were  completed by  Beckstead,  and
filed with the SEC.

           By  letter  dated  January  15,  2004,  Beckstead  resigned  from its
engagement  as our  auditors.  Beckstead's  resignation  letter  stated that the
purposes of its resignation were a result of the fact that it had not received a
satisfactory  response to their letter to us dated September 4, 2003, wherein it
set forth the concerns outlined above.  Beckstead's  resignation  letter further
stated that it had become aware of certain  press  releases that it alleges were
issued  without  obtaining  Beckstead's  prior  review  and that  Beckstead  was
concerned that such press releases "contained claims made by you and the Company
which, to date are unproven and potentially misleading."

           In addition,  by subsequent letter dated January 27, 2004,  Beckstead
further advised us that it thereby  "withdraw[s] [its] review report included in
[the Company's]  financial  statements for the quarter ended September 30, 2003,
because we are concerned with respect to their  accuracy  because of information
we have subsequently discovered."

           Our Board of Directors  acknowledged the resignation of Beckstead and
resolved to proceed with an  appointment  of  Rosenberg to act as our  principal
accountants,  with the  engagement  to include an audit of the fiscal year ended
December 31, 2003.

REQUIREMENTS OF ITEM 304 OF REGULATION S-B

           Specifically  with  respect to the  matters  required to be stated by
Item 304(a) of  Regulation  S-B  (entitled  "Changes in and  Disagreements  with
Accountants on Accounting and Financial Disclosure"), we state the following:

           (a)(1)(i)  Beckstead resigned by letter dated January 15, 2004, which
the Board of Directors subsequently acknowledged.

           (a)(1)(ii)  Beckstead  issued no reports on our financial  statements
for either of the past two years, or prior to that. Beckstead issued a report on
World Information  Technology,  Inc., a Taiwan  corporation,  for the year ended
December 31, 2002. The Taiwan corporation was a predecessor to our Company. That
report  contained  no adverse  opinion or  disclaimer  of  opinion,  and was not
modified as to uncertainty, audit scope, or accounting principles.

           (a)(1)(iii)  The  decision  to  change   accountants   resulted  from
Beckstead's resignation and was acknowledged by the board of directors.

           (a)(1)(iv)(A)  As stated in their  letter to us,  Beckstead  resigned
because  it had not  received  satisfactory  responses  to  their  letter  dated


                                       25
<PAGE>

September 4, 2003, and it was concerned  about the accuracy and  completeness of
certain press releases we had issued, all as described in more detail above.

           (a)(1)(iv)(B)  As described  above,  Beckstead's  letter to us stated
that Beckstead was concerned about the adequacy of our internal  controls,  that
Beckstead had become aware of certain press releases that it alleges were issued
without obtaining their prior review, and that Beckstead was concerned that such
press  releases  contained  claims  made  which  are  unproven  and  potentially
misleading.

           (a)(1)(iv)(C)  The subject matter of each  disagreement  is set forth
above.

           (a)(1)(iv)(D)  Management  discussed  these matters with Beckstead in
response to its letter of September 4, 2003 (discussed above).

           (a)(1)(iv)(E)  We have  authorized  Beckstead to respond fully to the
inquiries of any successor  accountant  concerning the subject matter of each of
such disagreements and events.

RETENTION AND RESIGNATION OF ROSENBERG RICH BAKER BERMAN & COMPANY, P.A.

           On January  27,  2004,  our Board of  Directors  engaged  the firm of
Rosenberg  Rich Baker Berman & Company,  P.A.,  380 Foothill Road, P.O Box 6483,
Bridgewater,  New Jersey 18807,  as  independent  auditors for the period ending
December 31, 2003.

           During the two most recent fiscal years and through January 27, 2004,
we have not consulted with Rosenberg regarding either:

1. the application of accounting principles to any specified transaction, either
completed  or proposed,  or the type of audit  opinion that might be rendered on
our financial  statements,  and neither a written  report was provided to us nor
oral advice was  provided  that  Rosenberg  concluded  was an  important  factor
considered  by us in  reaching  a decision  as to the  accounting,  auditing  or
financial reporting issue; or

2. any matter that was either subject of  disagreement  or event,  as defined in
Item  304(a)(1)(iv)(A) of Regulation S-B and the related instruction to Item 304
of  Regulation  S-B, or a  reportable  event,  as that term is explained in Item
304(a)(1)(iv)(A) of Regulation S-B.

           On February 9, 2004, Rosenberg withdrew as our independent  auditors.
During the period from January 27, 2004 through February 9, 2004,  Rosenberg did
not perform any audit or accounting-related services to us.

RETENTION OF L.L. BRADFORD & COMPANY, LLC

           On April 9, 2004,  we engaged L.L.  Bradford & Company,  LLC, 3441 S.
Eastern Avenue, Las Vegas, NV 89109, as our independent  auditors for the fiscal
year ending December 31, 2003. The action to engage L.L. Bradford was taken upon
the unanimous approval of our Board of Directors.

           During the two most recent fiscal years and through April 9, 2004, we
have not consulted with L.L. Bradford regarding either:

1. the application of accounting principles to any specified transaction, either
completed  or proposed,  or the type of audit  opinion that might be rendered on
our financial  statements,  and neither a written  report was provided to us nor
oral advice was provided that L.L.  Bradford  concluded was an important  factor
considered  by us in  reaching  a decision  as to the  accounting,  auditing  or
financial reporting issue; or

2. any matter that was either subject of  disagreement  or event,  as defined in
Item  304(a)(1)(iv)(A) of Regulation S-B and the related instruction to Item 304
of  Regulation  S-B, or a  reportable  event,  as that term is explained in Item
304(a)(1)(iv)(A) of Regulation S-B.


                                       26
<PAGE>

ITEM 8A. CONTROLS AND PROCEDURES

           As of the end of the period  covered by this report,  we conducted an
evaluation,  under  the  supervision  and with the  participation  of our  chief
executive officer and principal  financial officer,  of our disclosure  controls
and  procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange
Act).  Based upon this  evaluation,  our chief  executive  officer and principal
financial  officer  concluded  that  there  were  certain  deficiencies  in  our
disclosure  controls  and  procedures.  Subsequently,  we have made  significant
improvements  in our  disclosure  controls  and  procedures  and have  completed
various  action  plans to remedy  identified  weaknesses  in internal  controls.
However,  for the period ended  December 31, 2003,  such  improvements  were not
implemented.  As a result,  we concluded that the  effectiveness of our internal
controls during this period were not  sufficiently  adequate to rely solely upon
them for our financial  reporting.  Instead, we relied on compensating  controls
and procedures as necessary to ensure the reliability of our reporting.

                                    PART III

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

           The members of our board of  directors  and our  executive  officers,
together with their respective ages and certain biographical information are set
forth below.  Our directors  receive no compensation for their services as board
members but are  reimbursed  for expenses  incurred by them in  connection  with
attending  board  meetings.  All  directors  hold  office  until the next annual
meeting of our  stockholders  and until their  successors have been duly elected
and  qualified.  Our  executive  officers  are  elected  by,  and  serve  at the
designation  and  appointment  of, the board of  directors.  There are no family
relationships among any of our directors or executive officers.

Name                 Age    Position
-----------------    -----  ----------------------------------------------------
Parsh Patel          50     President, Chief Executive Officer and Chief
                              Technology Officer
Shyng-Jiann Lin      50     Secretary, Principal Financial Officer and Director
Hai Xia Guo          24     Treasurer and Director
Tshih-Hao Jung       54     Chairman of the Board of Directors
Ching-Hsiang Ho      50     Director

           The following is a brief  account of the business  experience of each
of our directors and executive officers during the past five years or more.

           PARSH PATEL, President,  Chief Executive Officer and Chief Technology
Officer - Mr. Patel became Chief  Technical  Officer on August 1, 2003 and Chief
Executive Officer on February 18, 2004. Prior to joining the company,  Mr. Patel
was an  independent  consultant  for the  previous  15 years.  He has  extensive
business experience, in business and system development,  analysis experience on
a variety  of  platforms,  with an  emphasis  on the  design,  development,  and
deployment  of  large-scale   real-time   transaction   processing  systems  and
applications. Expertise includes manufacturing,  financial, medical and wireless
applications  and specific  knowledge  of object  oriented  design,  application
framework design and e-commerce.

           SHYNG-JIANN LIN, Secretary,  Principal Financial Officer and Director
- Mr.  Lin  became a  member  of our  Board of  Directors  in  October  2003 and
Secretary and Principal Financial Officer on January 18, 2004. For the past five
years,  Mr. Lin has been  consultant  to the Taiwan  Food Safety  Authority  and
Commercial Food Preparation Company on food safety issues, regulatory issues and
trading  policies to the US  marketplace.  Mr. Lin has served as Director of the
School of Food Safety Technology in Taichung, Taiwan from June 2002 to present.

           HAI XIA GUO,  Treasurer and Director - Ms. Guo has served as a member
of our Board of  Directors  since  October 2003 and was  appointed  Treasurer in
January 2004.  Ms. Guo was also appointed  President of our subsidiary  Shanghai
Bofeng Internet Technology Co. Ltd. in January 2004. Ms. Guo served as President
Assistant of Shanghai Top Information Technology Co., Ltd., located in Shanghai,
China,  from  February  2002 until  January,  2004.  Prior to this,  Ms. Guo was
attended  LanZhou  University  located in Lan Zhou,  GanSu Province,  P.R. China
where she received  his  Bachelors  of  Economics  and a Major in  International
Economy and Trade, Minor in International Law in July 2002.


                                       27
<PAGE>

           TSHIH-HAO  JUNG,  Chairman  of the Board of  Directors - Mr. Jung has
been a member of our Board of Directors since October 2003. On January 19, 2004,
Mr. Jung was elected to serve as  Chairman of our Board of  Directors  until the
next annual  meeting of  shareholders.  Mr. Jung has been the President of World
Info China since 2002 and will continue in that role. Mr. Jung is a former Mayor
of Ping-Tong,  a city in Taiwan.  He served two terms as the Major of Ping-Tong,
from 1986 to 1994 and acted as a  Consultant  to the  Government  of Taiwan from
1982 to 1989.

           CHING-HSIANG  HO,  Director  - Mr.  Ho has  served as a member of our
Board of Directors  since  November 9, 2003. Mr. Ho has been the President of C.
H. HO  INTERNATIONAL  for the last 17  years.  The  company  specializes  in the
business of Architecting, Engineering and Urban development.

AUDIT COMMITTEE

           We do not have a separately designated standing audit committee, or a
committee  performing similar functions.  We also do not have an audit committee
financial expert (as defined in Item 401 of Regulation S-B).

CODE OF ETHICS

           We have adopted our Code of Ethics and Business Conduct for Officers,
Directors  and  Employees  that applies to all of our  officers,  directors  and
employees. The Code of Ethics is filed herewith as Exhibit 14.1

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

           Section  16(a) of the  Securities  Exchange Act of 1934  requires our
directors and executive  officers and persons who beneficially own more than ten
percent  of a  registered  class of our equity  securities  to file with the SEC
initial  reports of ownership and reports of change in ownership of common stock
and other equity securities of our Company. Officers, directors and greater than
ten percent  stockholders  are  required by SEC  regulations  to furnish us with
copies of all Section  16(a) forms they file.  To our  knowledge,  the following
persons have failed to file, on a timely basis, the identified  reports required
by Section 16(a) of the Exchange Act during the most recent fiscal year:

<TABLE>
<CAPTION>
                                                         Number             Transactions not    Known failures to
Name and Relationship                                    of late reports    timely reported     file a required form
---------------------                                    ----------------   ---------------     --------------------
<S>                                                             <C>                <C>                   <C>
Parsh Patel, President, Chief Executive Officer and             3                  0                     3
Chief Technology Officer
Shyng-Jiann Lin, Secretary and Director                         2                  0                     2
Hai Xia Guo, Treasurer and Director                             1                  0                     1
Tshih-Hao Jung, Chairman of the Board                           1                  0                     1
Ching-Hsiang Ho, Director                                       1                  0                     1
Edward C. Zimmerman, III, Former Chief Operating Officer        2                  1                     1
Dan Y. Zhao, Former Chief Executive Officer                     2                  0                     2
Steven D. Fellows, Former Chief Financial Officer               1                  0                     1
Hsueh-Chu Lin, Former Chief Executive Officer and Former        4                  0                     4
Director
Gary D. Morgan, Former Chief Executive Officer and              2                  2                     0
Former Chairman
Edward Wen, Former Secretary and Former Director                2                  0                     2
Yung Fen Cheng, Former Director                                 2                  0                     2
Yu Yen Kuo, Former Director                                     2                  0                     2
Wei Kuo Hsu Lin, Former Director                                2                  0                     2
Mei-Lin Shiu, Former Director                                   2                  0                     2
</TABLE>


                                       28
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

           The  following  table sets  forth  information  concerning  the total
compensation  that we have  paid or that has  accrued  on  behalf  of our  chief
executive  officer  and  other  executive  officers  with  annual   compensation
exceeding  $100,000  during the fiscal years ending  December 31, 2003, 2002 and
2001.

<TABLE>
<CAPTION>
                                                                                         LONG-TERM
                                                                                       COMPENSATION
                                                                         ---------------------------------------
                                             ANNUAL COMPENSATION                  AWARDS               PAYOUTS
                                      --------------------------------------------------------------------------
                                                              OTHER                     SECURITIES                    ALL
                                                              ANNUAL      RESTRICTED    UNDERLYING                   OTHER
         NAME AND                                   BONUS     COMPEN-       STOCK      OPTIONS/SARs      LTIP       COMPEN-
    PRINCIPAL POSITION        YEAR    SALARY ($)     ($)     SATION ($)   AWARD(S)($)      (#)        PAYOUTS ($)  SATION ($)
-----------------------------------------------------------------------------------------------------------------------------
<S>                           <C>     <C>            <C>        <C>           <C>           <C>          <C>          <C>
Edward C. Zimmerman,          2003         $0        ---        ---           ---           ---          ---          ---
Former Chief Executive        2002    $14,400        ---        ---           ---           ---          ---          ---
Officer (1)                   2001         $0        ---        ---           ---           ---          ---          ---
-----------------------------------------------------------------------------------------------------------------------------
Hsueh Chu Lin, Former         2003         $0        ---        ---           ---           ---          ---          ---
Chief Executive Officer       2002         $0        ---        ---           ---           ---          ---          ---
and Former Director (2)       2001         $0        ---        ---           ---           ---          ---          ---
-----------------------------------------------------------------------------------------------------------------------------
Gary D. Morgan, Former        2003         $0        ---        ---           ---           ---          ---          ---
Chief Executive Officer       2002         $0        ---        ---           ---           ---          ---          ---
and Former Chairman  (3)      2001         $0        ---        ---           ---           ---          ---          ---
-----------------------------------------------------------------------------------------------------------------------------
Dan Zhao,                     2003         $0        ---        ---           ---           ---          ---          ---
Former Chief Executive        2002         $0        ---        ---           ---           ---          ---          ---
Officer (4)                   2001         $0        ---        ---           ---           ---          ---          ---
-----------------------------------------------------------------------------------------------------------------------------
Parsh Patel,                  2003         $0        ---        ---           ---           ---          ---          ---
Chief Executive Officer (5)   2002         $0        ---        ---           ---           ---          ---          ---
                              2001         $0        ---        ---           ---           ---          ---          ---
</TABLE>

(1)  Mr. Zimmerman served as our Chief Executive  Officer from December 27, 2001
     until April 2003.

(2)  Mr. Lin served as Chief  Executive  Officer from April 2003 until August 1,
     2003 and as a director from August 12, 2003 until November 3, 2003.

(3)  Mr. Morgan served as Chief  Executive  Officer and Chairman of our Board of
     Directors from August 1, 2003 until January 18, 2004.

(4)  Mr.  Zhao  served as Chief  Executive  officer  from  January  26,  2004 to
     February 18, 2004.

(5)  Mr. Parsh Patel served as Chief  Technical  Officer from August 1, 2003 and
     Chief Executive Officer from February 18, 2004 to present.


EMPLOYMENT AGREEMENTS

           On February 10, 2003,  we entered into an Employment  Agreement  with
our  Chief  Operating  Officer,  Edward  C.  Zimmerman,   III.  Mr.  Zimmerman's
compensation  under the  Employment  Agreement  consists of salary of $2,600 per
month. Mr. Zimmerman's Employment Agreement does not have a defined term, but is
terminable  by either  party  upon  thirty  days'  prior  written  notice.  This
agreement was terminated on August 1, 2003.

           On February 10, 2003,  we entered into an Employment  Agreement  with
our Chief Financial Officer,  Steven D. Fellows. Mr. Fellows' compensation under
the  Employment  Agreement  consists of salary of $4,500 per month plus $300 per
month to pay for family health benefits.  Mr. Fellows' Employment Agreement does
not have a defined  term,  but is  terminable  by either party upon thirty days'
prior written notice.  Effective with Mr. Fellows'  resignation,  the employment
agreement was cancelled.

           We currently do not have any  employment  agreements  with any of our
executive officers.


                                       29
<PAGE>

Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

           The following  table sets forth certain  information,  as of June 30,
2004 with respect to the beneficial ownership of the outstanding common stock by
(i) any  holder  of more  than five  (5%)  percent;  (ii) each of our  executive
officers and  directors;  and (iii) our directors  and  executive  officers as a
group. Except as otherwise indicated,  each of the stockholders listed below has
sole voting and investment power over the shares beneficially owned.

                                                  Common Stock     Percentage of
                                                  Beneficially     Common Stock
Name of Beneficial Owner (1)                        Owned(2)       Ownership (3)
--------------------------------------------------------------------------------
Parsh Patel (4)                                       500,000              *
Ching-Hsiang Ho                                             0              *
Shyng-Jiann Lin                                             0              *
Hai Xia Guo                                           118,286              *
Gary D. Morgan  (5)                                 3,607,017         16.64%
MangoNet, Inc. (6)                                  2,600,000         11.99%
Chen Hsiao Yi   (7)                                 2,117,750          9.77%
Modern Worldwide Internet & Multimedia Corp. (8)    1,829,868          8.44%
Cheng Yung-Hsueh (9)                                1,780,000          8.21%
Top of China Internet (10)                          1,680,000          7.75%
--------------------------------------------------------------------------------
All officers and directors as a group (4 persons)     618,286          2.85%

 *   Less than 1%.

(1)  Except as otherwise indicated,  the address of each beneficial owner is c/o
     World Information  Technology,  Inc.,  Rockefeller  Center, 7th Floor, 1230
     Avenue of the Americas, New York, NY 10020

(2)  Beneficial  ownership is  determined  in  accordance  with the rules of the
     Securities  and  Exchange  Commission  and  generally  includes  voting  or
     investment  power with respect to the shares shown.  Except where indicated
     by footnote and subject to community  property laws where  applicable,  the
     persons  named in the table  have sole  voting  and  investment  power with
     respect to all shares of voting  securities shown as beneficially  owned by
     them.

(3)  Based on 21,679,864 shares outstanding.

(4)  Parsh Patel's address is 43577 Nebel Trail,  Clinton,  Michigan 48038.  Mr.
     Patel's  beneficial  ownership  includes warrants to purchase up to 500,000
     shares of our  common  stock at a purchase  price of $0.25 per  share.  The
     warrants  expire on December  31, 2010 and vest  subject to his  continuing
     service  as an officer as  follows:  (a)  150,000  warrants  are  currently
     vested,  (b) 150,000 on September 1, 2005,  and (c) 200,000  warrants  will
     vest on June 30, 2006.

(5)  Gary D. Morgan's  address is 6535-F  Parkview  Drive,  Boca Raton,  Florida
     33433.  Mr. Morgan's  beneficial  ownership  includes  3,005,062  shares of
     common  stock and  warrants  to purchase an  additional  500,000  shares of
     common  stock at an exercise  price of $0.22.  In  addition,  Mr.  Morgan's
     beneficial  ownership  includes  101,955  shares of common  stock which are
     owned by his daughter.

(6)  MangoNet,  Inc. is located at 5th Floor,  92-2 Kungmin Street,  Taipei 108,
     Taiwan (R.O.C.).

(7)  Chen Hsiao Yi's  address is 8F.,  No.233,  Jhongshan  Rd.,  Sanchong  City,
     Taipei  County 241,  Taiwan  (R.O.C.).  On December 5, 2003,  Chen Hsiao Yi
     acquired  his shares from  Mei-Lin  Shiu,  a former  member of our Board of
     Directors.

(8)  Modern Worldwide Internet & Multimedia Corp. ("Modern") is located at 10F.,
     No.1-1, Sec. 1, Chongcing N. Rd., Datong District,  Taipei City 103, Taiwan
     (R.O.C.) The principal executive officer of Modern is Xie-Yi-Lin. Modern is
     an affiliate of World Info China.  Prior to June 13, 2004, World Info China
     owned 22.5% of Modern.  On June 13, 2004, we acquired and retired 1,550,000
     shares of our common  stock from Modern in exchange  for World Info China's
     22.5%  ownership  in Modern.  The  1,829,868  shares of common  stock which
     Modern  currently  owns were acquired in the share  exchange  between World
     Information Technology, Inc. and World Info China on February 14, 2003.


                                       30
<PAGE>

(9)  Cheng  Yung-Hsueh's  address is No.18,  Alley 1, Lane 963,  Sec. 2, Jieshou
     Rd.,  Bade City,  Taoyuan  County  334,  Taiwan  (R.O.C.).  Mr.  Yung-Hsueh
     acquired  1,780,000 shares of our common stock from Cloud Technology,  Ltd.
     on December 5, 2003.

(10) Top of China Internet's address is 12F., No.1-1,  Sec. 1, Chongcing N. Rd.,
     Datong District,  Taipei City 103, Taiwan (R.O.C.). The principal executive
     officer of Top of China Internet is Weng-Ming-Jia.  On December 5, 2003 Top
     of China  Internet  acquired  its  1,660,000  shares of common  stock  from
     Mei-Lin Shiu, a former member of our Board of Directors.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

           On June 13, 2004, our Board of Directors declared that appropriations
and dividends will be paid as follows:

     (3)  Amounts due to our  shareholders are $2,450,798 and $1,144,392 in 2003
          and 2002  respectively.  Our Board of  Directors  expects to declare a
          forward split on our issued and outstanding common stock 1.2-to-1 with
          a September 17, 2004 dividend date.

     (4)  Amounts  due to our  employee  profit  sharing  plan are  $64,163  and
          $30,132 in 2003 and 2002 respectively. On September 30, 2004 our Board
          of Directors  will issue 250,000  shares of our common stock of which:
          125,000 shares will be distributed to Taiwan employees,  75,000 shares
          will be  distributed  to Taiwan  Supervisors  and  50,000 to our Board
          members.  The shares will be equally  divided  among the Board members
          and the Board members shall divide the remaining  shares as they agree
          on that date.

           The  foregoing  amounts  must be paid  pursuant to World Info China's
Articles of  Incorporation  in Taiwan,  which require the year's net income,  if
any,  first be used to pay all taxes and offset prior years'  operating  losses,
then 10% of the remaining  amount must be designated as legal  reserve,  and the
remainder must be appropriated as follows:

           (D) 2.5% as special bonus to employees;
           (E) 2.5% as remuneration to directors and supervisors; and
           (F) 95% as dividends to shareholders.

           Dividends  will  be  distributed  in  shares  of  common  stock  or a
combination of cash and common stock.

           Based on the  Company  Law of the ROC,  the  appropriation  for legal
reserve is made until the reserve  equals the aggregate par value of a company's
outstanding  capital stock.  The reserve can only be used to offset prior years'
operating  losses,  when its  amount  is equal or more  than 50% of a  company's
capital.

           Pursuant to an Asset Sale Agreement, dated August 15, 2003, we issued
100,000  shares  of our  common  stock to  Knowgen  Systems,  Inc.,  a  Michigan
corporation  owned by Parsh Patel, our current Chief Executive Officer and Chief
Technology  Officer,  in connection  with the  acquisition  of JODE Software and
KnowPad Software.  The Asset Sale Agreement was subsequently  cancelled pursuant
to a Settlement  Agreement and Release and Waiver of Claims executed on June 10,
2004 by and  between  Parsh  Patel,  World  Info  China  and  World  Information
Technolgoy.  We are not  requiring  the return of the  100,000  shares of common
stock that were issued to Knowgen Systems.

           On January  18,  2004,  we  entered  into an  agreement  with Gary D.
Morgan,  our former Chief Executive  Officer and former Chairman of our Board of
Directors.  Pursuant to this agreement,  Mr. Morgan's  employment  agreement was
terminated  and we issued to Mr.  Morgan (i) a promissory  note in the principal
amount of  $370,500.00,  with  interest  at the rate of 6% per annum  payable by
April 30, 2004,  provided the Company  receives US $10,000,000 or more in equity
financing  prior to such date; and (ii) a warrant to purchase  500,000 shares of
our common stock,  exercisable  beginning September 1, 2004 at an exercise price
of $4.00  per  share.  In  connection  with the  termination  of his  employment
agreement  and in exchange  for certain  debt,  we issued Mr.  Morgan  1,000,000
shares of our  common  stock on  January  27,  2004.  In  addition,  Mr.  Morgan
exercised a warrant he  received in June 2003,  pursuant to which on January 27,
2004 we issued to him 942,792 shares of our restricted  common stock.  We failed
to repay the $370,500.00  principal amount promissory note by April 30, 2004. On


                                       31
<PAGE>

June 3,  2004,  in  consideration  for Mr.  Morgan  waiving  our  default on the
promissory  note, we amended Mr.  Morgan's  settlement  agreement,  reducing the
exercise price of Mr. Morgan's  warrant to the closing price of our common stock
on June 3,  2004.  In  addition,  we  agreed to cancel  the  promissory  note in
exchange  for the  issuance of a new  promissory  note dated June 3, 2004 in the
principal amount of $370,500.00,  with 4% annual interest  accruing from January
26,  2004,   with  repayment  in  eight  equal  payments  of  $53,413.46,   paid
semi-annually,  with the first payment due December 11, 2004. The new promissory
note does not include any  contingencies or  representations  relating to future
financings,  but includes an option for Mr.  Morgan to convert the principal and
interest at any time, in whole or in part into our common stock at the last sale
price per share on the date that Mr.  Morgan  gives  notice of his  election  to
convert.  On June 17, 2004,  Mr. Morgan  notified us of his intention to convert
the entire loan balance of $376,265.57  into shares of our common stock. On June
28, 2004, we issued Mr. Morgan  1,505,062 shares of common stock pursuant to his
conversion of the new promissory note.

           On June 4, 2004,  we entered into a Common Stock  Exchange  Agreement
with our wholly owned  subsidiary,  World Info China,  and Cloud  Technology Co.
Pursuant to the  Agreement,  we  exchanged  4,757,831  shares of common stock of
Weichang International Technology,  Inc. owned by World Info China for 9,149,368
shares of our common stock which were owned by Cloud Technology Co.

           On June 6, 2004,  we entered into a Common Stock  Exchange  Agreement
with our wholly owned subsidiary,  World Info China, and JYN Seng  International
Technology,  Ltd.  Pursuant to the Agreement,  we exchanged  4,992,169 shares of
common  stock of Weichang  International  Technology,  Inc.  owned by World Info
China and all of World Info  China's  ownership of YuQi  Information  Technology
Co., Ltd. for 5,100,000  shares of our common stock which were owned by JYN Seng
International Technology, Ltd.

           On June 13, 2004, we entered into a Settlement  Agreement and Release
and Waiver of Claims with our wholly  owned  subsidiary,  World Info China,  and
Modern  Worldwide  Internet & Multimedia  Corp.  Pursuant to the  Agreement,  we
exchanged all of World Info China's common stock  ownership of Modern  Worldwide
Internet,  representing  approximately  22.5%  of  Modern  Worldwide  Internet's
outstanding shares, for 1,550,000 shares of our common stock which were owned by
Modern Worldwide Internet.  Under the Agreement,  Modern Worldwide Internet also
released and waived any and all potential claims that it may have against us.

           On June 24, 2004, we entered into a Settlement  Agreement and Release
and Waiver of Debt with our wholly  owned  subsidiary,  World Info China,  World
Info China's  majority  owned  subsidiary,  International  Joyful  Shopping Mall
Internet  Business Co., Ltd. and an individual  debtor to  International  Joyful
Shopping  Mall,  Kuo Yu-Yen.  During 2003,  International  Joyful  Shopping Mall
advanced  to Kuo Yu-Yen  $1,775,997  in cash for Kuo Yu-Yen to seek a  potential
investment   opportunity  on  behalf  of  International  Joyful  Shopping  Mall.
Acknowledging that Kuo Yu-Yen is unable to repay this sum, the debt was forgiven
in exchange for the return to us of  3,500,000  shares of our common stock which
were owned by Kuo Yu-Yen.

           As a result of the above transactions, World Info China no longer has
an  ownership  interest  in WeiChang  International  Technology,  Inc.  and YuQi
Information Technology Co., Ltd.


                                       32
<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS

EXHIBIT
NUMBER                             DESCRIPTION
--------------------------------------------------------------------------------

3.1       Articles  of  Incorporation  of  EZ  Travel,  Inc.,   incorporated  by
          reference  to Form  10-SB,  filed  with the  Securities  and  Exchange
          Commission on May 3, 2002.

3.2       Certificate  of Amendment to Articles of  Incorporation  of EZ Travel,
          Inc,  changing the  Company's  name to World  Information  Technology,
          Inc., incorporated by reference to Form 8-K, filed with the Securities
          and Exchange Commission on February 27, 2003.

3.3       Bylaws of EZ Travel,  Inc.,  incorporated  by reference to Form 10-SB,
          filed with the Securities and Exchange Commission on May 3, 2002.

10.1      Asset Sale Agreement between Edward C. Zimmerman,  III, and EZ Travel,
          Inc., dated January 30, 2003, incorporated by reference to Form 8-K/A,
          filed with the Securities and Exchange Commission on March 17, 2003.

10.2      Asset Sale Agreement  between World Information  Corporation,  Knowgen
          Systems, Inc. and Parsh Patel,  incorporated by reference to Form 8-K,
          filed with the Securities and Exchange Commission on August 18, 2003.

10.3      Letter of  Resignation  from Gary D. Morgan,  dated  January 26, 2004,
          incorporated  by reference to Form 8-K,  filed with the Securities and
          Exchange Commission on February 6, 2004.

10.4      Settlement  Agreement  among  Gary D.  Morgan  and  World  Information
          Technology, Inc., dated January 18, 2004, incorporated by reference to
          Form  8-K,  filed  with the  Securities  and  Exchange  Commission  on
          February 6, 2004.

10.5      Amendment No. 1 to Settlement Agreement among Gary D. Morgan and World
          information Technology, Inc.

10.6      Common  Stock  Exchange  Agreement,  dated June 4, 2004,  by and among
          World  Information  Technology,  Inc.,  World  Info  China  and  Cloud
          Technology, Inc.

10.7      Common  Stock  Exchange  Agreement,  dated June 4, 2004,  by and among
          World  Information  Technology,  Inc.,  World  Info China and JYN Seng
          International Technology, Ltd.

10.8      Settlement  Agreement and Release and Waiver of Claims, dated June 13,
          2004, by and between  Modern  Worldwide  Internet & Multimedia  Corp.,
          World Information Technology, Inc. and World Info China.

10.9      Settlement  Agreement  and Release and Waiver of Debt,  dated June 14,
          2004, by and between World  Information  Technology,  Inc., World Info
          China,  International Joyful Shopping Mall Internet Business Co., Ltd.
          and Kuo Yu-Yen.

10.10     Settlement  Agreement and Release and Waiver of Claims, dated June 10,
          2004,  by and  between  Parashar  Patel,  World  Info  China and World
          Information Technology, Inc.

10.11     HQ Global Workplaces  Virtual Office Program Service Agreement for our
          executive office in New York

10.12     Temporary Office Lease Contract for office space in Shanghai

10.13     Lease for Taiwan administrative office (to be filed at a later date)

10.14     Lease for facility in Wugu, Taipei (to be filed at a later date)

14.1      Code of Ethics  and  Business  Conduct  for  Officers,  Directors  and
          Employees.

16.1      Letter from Merdinger,  Fruchter,  Rosen & Company,  P.C. on change in
          certifying  accountant,  dated  February  20,  2003,  incorporated  by
          reference  to  Form  8-K,  filed  with  the  Securities  and  Exchange
          Commission on February 27, 2003.

16.2      Letter  from  Beckstead  and  Watts,  LLP,  dated  September  4, 2003,
          incorporated by reference to Form 8-K/A, filed with the Securities and
          Exchange Commission on April 22, 2004.

16.3      Letter of Resignation from Beckstead and Watts, LLP, dated January 15,
          2004, incorporated by reference to Form 8-K, filed with the Securities
          and Exchange Commission on February 4, 2004.

16.4      Letter  from  Beckstead  and  Watts,  LLP,  dated  January  27,  2004,
          incorporated by reference to Form 8-K/A, filed with the Securities and
          Exchange Commission on April 22, 2004.

16.5      Letter  from  Beckstead  and  Watts,   LLP  on  change  in  certifying
          accountant,  dated April 21, 2004,  incorporated  by reference to Form
          8-K, filed with the  Securities  and Exchange  Commission on April 22,
          2004.


                                       33
<PAGE>

16.6      Letter  from  Roseberg  Rich  Baker  Berman &  Company  on  change  in
          certifying accountant, dated April 19, 2004, incorporated by reference
          to Form 8-K,  filed with the  Securities  and Exchange  Commission  on
          April 22, 2004.

21.1      List of Subsidiaries

31.1      Certification  by Parsh  Patel,  required  by Rule  13a-14(a)  or Rule
          15d-14(a) of the Exchange Act,  promulgated pursuant to Section 302 of
          the Sarbanes-Oxley Act of 2002.

31.2      Certification by Shyng-Jiann  Lin,  required by Rule 13a-14(a) or Rule
          15d-14(a) of the Exchange Act,  promulgated pursuant to Section 302 of
          the Sarbanes-Oxley Act of 2002.

32.1      Certification  by Parsh  Patel,  required  by Rule  13a-14(b)  or Rule
          15d-14(b)  of the Exchange Act and Section 1350 of Chapter 63 of Title
          18 of the United States Code,  promulgated  pursuant to Section 906 of
          the Sarbanes-Oxley Act of 2002.

32.2      Certification by Shyng-Jiann  Lin,  required by Rule 13a-14(b) or Rule
          15d-14(b)  of the Exchange Act and Section 1350 of Chapter 63 of Title
          18 of the United States Code,  promulgated  pursuant to Section 906 of
          the Sarbanes-Oxley Act of 2002.

(b) REPORTS ON FORM 8-K

           There were no reports  on Form 8-K filed  during the last  quarter of
the period covered by this report.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

GENERAL

           L.L.  Bradford & Company,  LLC is our independent  registered  public
accountant. Our Board of Directors has considered whether the provision of audit
services is compatible with maintaining auditor independence.

AUDIT FEES

           The aggregate fees billed for professional  services  rendered by our
principal accountants for the audit of our financial statements, for the reviews
of the financial  statements  included in our annual report on Form 10-KSB,  and
for other services  normally  provided in connection with statutory filings were
$47,000 and $15,000 for the years ended December 31, 2003 and December 31, 2002,
respectively.  During 2004, we paid $122,436 to L.L. Bradford & Company to audit
our financial  statements  for the year ended  December 31, 2003 and to re-audit
our financial statements for the year ended December 31, 2002.

ALL OTHER FEES

           We did not incur any fees for other professional services rendered by
our principal  accountants during the years ended December 31, 2003 and December
31, 2002.



                                       34
<PAGE>


                                   SIGNATURES

           In accordance with 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.

                                      WORLD INFORMATION TECHNOLOGY, INC.


Dated:  July 30, 2004                 By: /s/ Parsh Patel
                                          ----------------------------------
                                          Parsh Patel,
                                          President, Chief Executive Officer
                                          and Chief Technology Officer


Dated:  July 30, 2004                 By: /s/ Shyng-Jiann Lin
                                          ----------------------------------
                                          Shyng-Jiann Lin,
                                          Secretary, Principal Financial Officer
                                          and Director

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


SIGNATURE                TITLE                                     DATE
---------                -----                                     ----

/s/ Parsh Patel          President, Chief Executive Officer        July 30, 2004
----------------------   and Chief Technology Officer
Parsh Patel


/s/ Shyng-Jiann Lin      Secretary, Principal Financial Officer    July 30, 2004
----------------------   and Director
Shyng-Jiann Lin


/s/ Hai Xia Guo          Treasurer and Director                    July 30, 2004
----------------------
Hai Xia Guo


/s/ Tshih-Hao Jung       Chairman of the Board of Directors        July 30, 2004
----------------------
Tshih-Hao Jung


/s/ Ching-Hsiang Ho      Director                                  July 30, 2004
----------------------
Ching-Hsiang Ho




                                       35
<PAGE>

                          INDEX TO FINANCIAL STATEMENTS



                                                                            PAGE
                                                                            ----

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                        1

CONSOLIDATED BALANCE SHEETS                                                    2

CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME (LOSS)        3

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY                                4

CONSOLIDATED STATEMENTS OF CASH FLOWS                                          5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                     6


<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To the Board of Directors and Stockholders
World Information Technology and Subsidiaries
New York, New York

We have audited the accompanying consolidated balance sheet of World Information
Technology and Subsidiaries as of December 31, 2003 and the related consolidated
statements of income,  stockholders'  equity, and cash flows for the years ended
December 31, 2003 and 2002.  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 audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
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 World Information
Technology  and  Subsidiaries  as of December  31,  2003,  and the  consolidated
results of its  operations  and cash flows for the years ended December 31, 2003
and 2002 in conformity  with  accounting  principles  generally  accepted in the
United States.



/s/ L.L. Bradford & Company, LLC
L.L. Bradford & Company, LLC
May 11, 2004
(except for Note 10, as to
which the date is June 24, 2004)
Las Vegas, Nevada



                                     - 1 -
<PAGE>

                WORLD INFORMATION TECHNOLOGY, INC. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS
                        AS OF DECEMBER 31, 2003 AND 2002

                                   A S S E T S

<TABLE>
<CAPTION>
                                                                                 2003             2002
                                                                             ------------     ------------
<S>                                                                          <C>              <C>
CURRENT ASSETS:
    Cash                                                                     $      5,847     $     23,877
    Short-term investments                                                          1,992          154,288
    Accounts receivable, trade, net of allowance for doubtful
      accounts of $95,072 and  $78,462 as of December 31, 2003 and 2002,
      respectively                                                              4,403,903        3,545,621
    Accounts receivable, related parties                                          278,264               --
    Other receivables, net of allowance for doubtful accounts of $278,300         541,125          565,395
      and $0 as of December 31, 2003 and 2002, respectively
    Other receivables - related party                                           1,775,997              632
    Prepaid expense                                                                42,044          211,311
    Other current Assets                                                            5,588           12,370
    Inventories                                                                   114,461           69,940
                                                                             ------------     ------------

      Total current assets                                                      7,169,221        4,583,434
                                                                             ------------     ------------

LONG-TERM INVESTMENTS                                                           2,318,623        1,035,489
                                                                             ------------     ------------

PLANT AND EQUIPMENT, net                                                          521,041          930,948
                                                                             ------------     ------------

OTHER ASSETS:
    Goodwill                                                                           --          447,634
    Other non-current assets - Idle land                                        1,965,780        1,920,890
    Deferred charges - net                                                         52,378           64,667
    Refundable deposits                                                            35,927           57,249
                                                                             ------------     ------------
      Total other assets                                                        2,054,085        2,490,440
                                                                             ------------     ------------

         Total assets                                                        $ 12,062,970     $  9,040,311
                                                                             ============     ============

    L I A B I L I T I E S   A N D   S H A R E H O L D E R S'   E Q U I T Y

CURRENT LIABILITIES:
    Notes and accounts payable                                               $     54,596     $    200,905
    Accounts payable - related party                                                1,232               --
    Wages and benefits payable                                                    195,854          162,426
    Employee pension payable                                                        5,415            4,677
    Income and other taxes payable                                              1,939,697          915,371
    Accrued liabilities                                                            94,754           41,348
    Other payables                                                                214,115          141,475
    Other payables - related party                                              1,802,364          207,038
                                                                             ------------     ------------
      Total current liabilities                                                 4,308,027        1,673,240
                                                                             ------------     ------------

MINORITY INTEREST                                                                 476,767           81,921

SHAREHOLDERS' EQUITY:
    Preferred stock, Series A: B: C: $0.001 par value; 5,000,000 shares
      authorized per series, -0- shares issued and outstanding
    Common stock, $0.001 par value; 60,000,000 shares authorized,
      51,965,392 and 27,611,048 shares issued and
      39,965,392 and 27,611,048 shares outstanding                                 39,966           27,612
    Paid-in-capital                                                             8,230,692        4,772,014
    Related party receivable reserve                                           (3,734,167)
    Legal reserve                                                                 423,687          138,541
    Retained earnings                                                           2,268,263        2,375,085
    Accumulated other comprehensive income                                         49,735          (28,102)
                                                                             ------------     ------------
      Total shareholders' equity                                                7,278,176        7,285,150
                                                                             ------------     ------------
         Total liabilities and shareholders' equity                          $ 12,062,970     $  9,040,311
                                                                             ============     ============
</TABLE>


         The accompanying notes are an integral part of this statement.

                                     - 2 -
<PAGE>

                WORLD INFORMATION TECHNOLOGY, INC. AND SUBSIDIARY

     CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME (LOSS)
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                                                    2003             2002
                                                                ------------     ------------
<S>                                                             <C>              <C>
REVENUE - THIRD PARTIES                                         $  8,273,022     $  5,325,114
REVENUE - RELATED PARTY                                              337,889               --
                                                                ------------     ------------
GROSS REVENUES                                                  $  8,610,911     $  5,325,114
                                                                ------------     ------------

COST OF SALES                                                        141,577          309,229
COST OF SALES-RELATED PARTY                                           16,007               --
                                                                ------------     ------------
COST OF SALES                                                        157,584          309,229
                                                                ------------     ------------

GROSS PROFIT                                                       8,453,327        5,015,885

OTHER OPERATING INCOME                                                38,116         (232,887)
SELLING, GENERAL AND  ADMINISTRATIVE EXPENSES                      3,193,084        1,013,671
                                                                ------------     ------------

INCOME  FROM OPERATIONS                                            5,298,359        3,769,327
                                                                ------------     ------------
NON-OPERATING INCOME (EXPENSES)
     Interest income                                                                      257
     Gain (loss) on disposal of short-term investments              (437,414)              --
     Gain (loss) on disposal of long-term investments                127,539          258,331
     Impairment loss on long-term investments                       (374,814)        (371,942)
     Share of loss of equity investees                                    --
     Gain (loss) on market price changes of Short-term
       investments                                                    130,460         (42,654)
     Interest expense                                                   (666)              --
     Gain(loss) on disposal of property, plant and
       equipment                                                    (320,592)              --
     Other                                                            28,703           40,182
                                                                ------------     ------------

                     Subtotal                                       (846,784)        (115,826)
                                                                ------------     ------------

INCOME BEFORE MINORITY INTEREST                                    4,451,575        3,653,501
                                                                ------------     ------------
PROVISION FOR INCOME TAXES                                         1,728,338          955,467
                                                                ------------     ------------
INCOME BEFORE  AND MINORITY INTEREST                               2,723,237        2,698,034

MINORITY INTEREST IN LOSS OF SUBSIDIARIES                             21,367            3,672
                                                                ------------     ------------

NET INCOME                                                         2,744,604        2,701,706

OTHER COMPREHENSIVE INCOME (LOSS):
     Foreign currency translation adjustment                          77,837            1,091

COMPREHENSIVE INCOME                                            $  2,822,441     $  2,702,797
                                                                ============     ============

EARNINGS PER SHARE, BASIC AND DILUTED                           $       0.07     $       0.10
                                                                ============     ============

WEIGHTED AVERAGE NUMBER OF SHARES                                 38,764,699       27,611,048
                                                                ============     ============
</TABLE>

         The accompanying notes are an integral part of this statement.

                                     - 3 -
<PAGE>

                WORLD INFORMATION TECHNOLOGY, INC. AND SUBSIDIARY

                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>

                                                                                        Related party
                                                  Number       Common      Paid in        Receivable     Statutory       Retained
                                                of shares      stock       capital         Reserve        reserves       earnings
                                               ------------  ---------   ------------   -------------   ------------   ------------
<S>                                             <C>          <C>         <C>            <C>              <C>           <C>
BALANCE, January 1, 2002                        20,876,738   $ 20,877    $ 3,604,225    $         --     $   42,486    $   974,090
                                                                   --             --
    Common Stock                                        --         --                                                           --
    Net income -Year 2002                                                                                                2,701,706
    Legal Reserve                                                                 --                         96,055        (96,055)
    Directors and Supervisors' Remuneration                                                                      --        (30,132)
    Employee Bonus - Stock                         172,767        173         29,959                                       (30,132)
    Stock Dividends                              6,561,543      6,562      1,137,830                                    (1,144,392)
    Foreign currency translation adjustments                                      --                             --
                                               ------------  ---------   ------------   -------------   ------------   ------------
BALANCE, December 31, 2002                      27,611,048     27,612      4,772,014              --        138,541      2,375,085

    Common shares issued for acquisition of
       EZ Travel, Inc. 0.001                     7,200,000      7,200
    Common shares issued as additional
       consideration for 19.25% ownership in
       World Information China                   4,694,344      4,694         (4,694)
    Common shares issued for services,
       weighted average price of $0.42             440,000        440        184,360
    Common shares issued for Cash,
       price at US$ 0.2934 (NT$10)                  20,000         20          2,914
    Reserve for related party's receivable                                                (3,734,167)

    Net income - Year 2003                                                                                               2,744,604
    Legal Reserve                                                                 --                        285,146       (285,146)
    Additional capital contributions                                         761,137
    Directors and Supervisors' Remuneration                                                                      --        (37,873)
    Employee Bonus - Stock                                                    64,163                                       (64,163)
    Employee Bonus - Cash                                                                                                     (631)
    Cash Dividends                                                                                                         (12,815)
    Stock Dividends                                                --      2,450,798                                    (2,450,798)
    Foreign currency translation adjustments
                                               ------------  ---------   ------------   -------------   ------------   ------------
BALANCE, December 31, 2003                      39,965,392   $ 39,966    $ 8,230,692    $ (3,734,167)    $  423,687    $ 2,268,263
                                               ============  =========   ============   =============   ============   ============
</TABLE>

<TABLE>
<CAPTION>
                                                Accumulated
                                                  other
                                               comprehensive
                                               income (loss)     Totals
                                               -------------  ------------
<S>                                             <C>           <C>
BALANCE, January 1, 2002                        $  (29,193)   $  4,612,485
                                                                        --
    Common Stock                                                        --
    Net income -Year 2002                                        2,701,706
    Legal Reserve                                                       --
    Directors and Supervisors' Remuneration                        (30,132)
    Employee Bonus - Stock                                              --
    Stock Dividends                                                     --
    Foreign currency translation adjustments         1,091           1,091
                                                -----------   -------------
BALANCE, December 31, 2002                         (28,102)      7,285,150

    Common shares issued for acquisition of                             --
       EZ Travel, Inc. 0.001                                         7,200
    Common shares issued as additional                                  --
       consideration for 19.25% ownership in                            --
       World Information China                                          --
    Common shares issued for services,                                  --
       weighted average price of $0.42                             184,800
    Common shares issued for Cash,                                       -
       price at US$ 0.2934 (NT$10)                                   2,934
    Reserve for related party's receivable                      (3,734,167)

    Net income - Year 2003                                       2,744,604
    Legal Reserve                                                        -
    Additional capital contributions                               761,137
    Directors and Supervisors' Remuneration                        (37,873)
    Employee Bonus - Stock                                              --
    Employee Bonus - Cash                                             (631)
    Cash Dividends                                                 (12,815)
    Stock Dividends                                                     --
    Foreign currency translation adjustments        77,837          77,837
                                                -----------   -------------
BALANCE, December 31, 2003                      $   49,735    $  7,278,176
                                                ===========   =============
</TABLE>


         The accompanying notes are an integral part of this statement.

                                     - 4 -
<PAGE>

                WORLD INFORMATION TECHNOLOGY, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                                                      2003            2002
                                                                  -----------     -----------
<S>                                                               <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                                    $ 2,822,441     $ 2,702,797
    Adjustments to reconcile net income to cash
      provided by (used in) operating activities:
        Foreign currency translation adjustments                      (77,837)         (1,091)
        Minority interest in loss of subsidiaries                     (21,367)         (3,672)
        Depreciation                                                  190,549         192,509
        (Gain) Loss on disposal of investments                        247,275         113,611
        Loss on disposal of fixed assets                              320,592              --
        (Reversal of) provision for loss on decline in
        market value of short-term investments                       (130,460)         42,654
        Impairment loss on long-term investments                      437,414
        Impairment loss on goodwill                                   447,634
        Non-cash common stock issuance for consulting fees            945,937
      (Increase) decrease in assets:
        Accounts receivable - trade                                  (858,282)     (3,538,854)
        Accounts receivable - related party                          (278,264)             --
        Other receivables                                              24,270        (116,328)
        Other receivables - related party                          (1,775,365)           (632)
        Inventories                                                   (44,521)        (34,972)
        Prepaid expenses                                              169,267        (211,311)
        Other current asset                                             6,782         (12,370)
      Increase (decrease) in liabilities:
        Notes and accounts payable                                   (146,309)        (14,610)
        Accounts payable - related party                                1,232              --
        Employee pension payable                                          738             568
        Wages and benefits payable                                     33,428         146,796
        Income and other taxes payable                              1,024,326         765,928
        Accrued liabilities                                            53,406          17,411
        Other payables                                                 72,640         138,815
                                                                  -----------     -----------
         Net cash used in operating activities                      3,465,526         187,249
                                                                  -----------     -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
    (Increase) Decrease in investments-purchase of investments     (1,283,134)        377,159
    (Increase) Decrease in related party receivable reserve        (3,734,167)
    Proceeds from disposal of long-term investments                   563,606         472,488
    (Increase) Decrease in deferred charge                             12,289         (11,047)
    (Increase) Decrease in refundable deposits                         21,322         (29,419)
    (Increase) Decrease in other assets                               (44,890)        (11,390)
    (Increase) Decrease in minority interest in subsidiaries         (488,717)     (1,175,174)
    Proceeds from disposal of plan and equipment                       30,807
    Purchase of equipment and automobiles                            (104,681)           (885)
                                                                  -----------     -----------
         Net cash used in investing activities                     (5,027,565)       (378,268)
                                                                  -----------     -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Increase (decrease) in shareholders loans                       1,595,326         183,067
    Remuneration to directors and supervisors                         (37,873)        (30,132)
    Cash to Employee bonus                                               (631)
    Cash Dividend                                                     (12,815)
                                                                  -----------     -----------
         Net cash provided by financing activities                  1,544,007         152,935
                                                                  -----------     -----------

INCREASE (DECREASE) IN CASH                                           (18,032)        (38,084)

CASH, beginning of year                                                23,877          61,961
                                                                  -----------     -----------

CASH, end of year                                                 $     5,845     $    23,877
                                                                  ===========     ===========
Supplemental disclosures of cash flow information
    Cash paid for income tax                                      $ 1,008,713     $   187,263
                                                                  ===========     ===========
</TABLE>


         The accompanying notes are an integral part of this statement.

                                     - 5 -
<PAGE>

               WORLD INFORMATION TECHNOLOGY, INC AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

On January 3, 2003, EZ Travel, Inc., a corporation organized under the laws of
the State of Nevada as a publicly-traded company ("EZ Travel); World Information
Technology, Inc. was incorporated as a company limited by shares under the
Company Law of the Republic of China (R.O.C. or Taiwan) ("World Info China")
entered into a Stock Purchase Agreement (the "Agreement"). Pursuant to the
Agreement, EZ Travel acquired 80.75% of the outstanding common stock of EZ
Travel from World Info China. As consideration for the shares, EZ Travel
transferred 27,611,048 shares, adjusted for the 2 for 1 forward stock split on
August 12, 2003, of its $0.001 par value common stock to World Info China.
Additionally, EZ Travel amended its Articles of Incorporation and changed its
name from EZ Travel to World Information Technology, Inc. (the "Company").

On July 11, 2003, the Company issued 4,694,344 shares of its common stock (post
split adjusted) in exchange for the remaining 19.25% ownership of World Info
China. The Company currently own 100% of World Info China.

EZ Travel, Inc., was a development-stage company and was organized by the filing
of Articles of Incorporation with the Secretary of State of the State of Nevada
on December 27, 2001. The original articles of the Company authorized the
issuance of sixty million (60,000,000) shares of Common Stock at par value of
$0.001 per share and fifteen million (15,000,000) shares of Preferred Stock at
par value of $0.001. On December 28, 2001, the Company issued four million
(4,000,000) shares of its $0.001 par value Common Stock, adjusted for the 2 for
1 forward stock split on 8/12/03, for cash of $2,000, held by one (1)
shareholders of record. On February 21, 2002, the Company initiated a public
offering of shares of common stock of the Company pursuant to Regulation D, Rule
504 of the Securities Act of 1933, as amended, which resulted in the sale of an
additional 3,200,000, adjusted for the 2 for 1 forward stock split on 8/12/03,
shares of its $0.001 par value common stock to approximately 36 shareholders. As
of December 31, 2002, therefore, the number of common shares issued and
outstanding is seven million two hundred thousand (7,200,000). EZ Travel, Inc.
was a developmental stage company, which provided travel agency related
services, such as booking reservations for cruises, hotel, car rental, and
prepared tour packages.

World Information Technology Inc. (hereinafter referred as the Company) was
incorporated in the Republic of China (R.O.C or Taiwan) as a company limited by
shares on October 17, 1998. The Company's authorized capital was US$8,508,600
(NT$290,000,000).As of December 31, 2003, the Company's paid -in capital was
US$7,589,904 (NT$258,687,940).

The company is based in Taipei, Taiwan. The company specializes in e-commerce
related business, online audio-visual programming and broadcasting, design,
host, and maintains virtual stores on the internet, and promotional audio,
video, and advertisement productions.


                                     - 6 -
<PAGE>

               WORLD INFORMATION TECHNOLOGY, INC AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
(CONTINUED)

The Company has four direct owned subsidiaries as of December 31, 2002 and 2003:

                                                     2002          2003
                                                    -------       ------
International Joyful Shopping Mall Internet
Business Co., Ltd.                                   82.50%       79.43%

Yong-Kun-Chen Technology Co., Ltd                    61.33%       61.33%

YuQi Information Technology Co., Ltd                  0.00%       75.00%

WeiChang International Technology, Inc                0.00%       78.00%

Principles of Consolidation

The Company consolidates the accounts of all majority owned subsidiaries. All
significant intercompany balances and transactions have been eliminated in the
consolidated financial statements.

Estimates

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

Cash and cash equivalents

The Company maintains a cash balance in a non-interest-bearing account that
currently does not exceed federally insured limits. For the purpose of the
statements of cash flows, all highly liquid investments with an original
maturity of three months or less are considered to be cash equivalents.


                                     - 7 -
<PAGE>

               WORLD INFORMATION TECHNOLOGY, INC AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
(CONTINUED)

Investments

Investments principally are securities of public and privately-held securities.

Short-term investments are carried at fair value and the unrealized gains and
losses are recorded as accumulated other income in the income statements.

Long-term investments in which the Company owns less than 20% of the voting
rights of the investee companies are accounted for at (a) cost, if the investee
companies are not listed or (b) the fair value, if the investee companies are
listed. The unrealized gains and losses resulting from the changes in market
value of such investment is recorded in the Stockholder's equity accounts, When
it becomes evidently clear that there has been a permanent impairment in value
and the chance if recovery is minimal, loss is recognized in the current year.

Long-term investments in companies over which the Company has the ability to
exercise significant influence, but does not hold a controlling interest, are
accounted for under the equity method and the Company's proportionate share of
investee company's net equity is recorded in the current year's operations.

Trade receivables

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

Inventories

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


                                     - 8 -
<PAGE>

               WORLD INFORMATION TECHNOLOGY, INC AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
(CONTINUED)

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation.
Depreciation is provided on the straight-line method using the assets' economic
service lives plus one year as salvage value. The estimated useful lives of the
assets are based on the following life expectancy:

Building                                              50 years
Information, communication equipment and software     5 years
Office furniture and fixtures                         3 to 5 years
Transportation equipment                              5 years
Leasehold improvements                                5 years

Leasehold improvements are depreciated over the life of the lease or the assets,
whichever is shorter. Major improvements and replacements, which extend the
useful life of an assets are capitalized and depreciated over the remaining
estimated useful life of the asset. Repairs and maintenance expenditures are
charged to operations as incurred.

When assets are retired or sold, the costs and related accumulated depreciation
and amortization are eliminated and any resulting gain or loss is reflected in
operations.

Deferred Charges

Deferred Charges consist of software and system design costs. Deferred charges
are stated at cost and amortized on a straight-line over 3 to 5 years.


                                     - 9 -
<PAGE>

               WORLD INFORMATION TECHNOLOGY, INC AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
(CONTINUED)

Revenue recognition policy

The Company enters into contractual arrangements for web-site development
services. The Company recognizes revenue for website development services based
on Statement of Position ("SOP") 97-2, "Software Revenue Recognition," as
amended and modified by SOP 98-9, "Modification of SOP 97-2, Software Revenue
Recognition, With Respect to Certain Transactions." SOP 98-9 modified SOP 97-2
by requiring revenue to be recognized using the "residual method" if certain
conditions are met. Revenues are recognized based on the residual method when an
agreement has been signed by both parties, the fees are fixed or determinable,
collection of the fees is probable, and delivery of the website has occurred and
no other significant obligations remain. The Company contractually agrees to
host the websites for no additional fee and at a minimal cost to the Company for
periods ranging from 1 year to an indefinite period of time based on the terms
of the individual contracts. The Company defers 5% of its revenue to match its
costs incurred to host the websites in future years.

Earnings per share

Net earnings per share is provided in accordance with Statement of Financial
Accounting Standards No. 128 (SFAS #128) "Earnings Per Share". Basic earnings
per share is computed by dividing earnings available to common stockholders by
the weighted average number of common shares outstanding during the period.

Minority Interest

Minority interest represents the outside shareholder's 17.50% and 20.57%
ownership of International Joyful shopping Mall Internet Business Co., Ltd for
the year ended December 31, 2002 and 2003 respectively, 38.67% ownership of
Yong-Kun-Chen Technology Co., Ltd a/k/a Forever King Technology, Ltd. for the
year ended December 31, 2002 and 2003 respectively, 25% ownership of YuQi
Information Technology, Inc for the year ended December 31, 2003, 22% ownership
of WeiCheng International Technology, Inc. for the year ended December 31, 2003.

Advertising Costs

The Company expenses all costs of advertising as incurred. The Company expensed
$194,561and $74,422 in advertising costs included in selling and marketing
expenses for the year ended December 31, 2003 and 2002, respectively.


                                     - 10 -
<PAGE>

               WORLD INFORMATION TECHNOLOGY, INC AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
(CONTINUED)

Foreign currency translations

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

Fair value of financial instruments

Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management as of December 31, 2003. The
respective carrying value of certain on-balance-sheet financial instruments
approximated their fair values. These financial instruments include cash and
accounts payable. Fair values were assumed to approximate carrying values for
cash and payables because they are short term in nature and their carrying
amounts approximate fair values or they are payable on demand.

Impairment of long-lived assets

Long-lived assts, such as property, plant and equipment, and intangible assets,
are evaluated for impairment whenever events or changes in circumstances
indicate the carrying value of an asset may not be recoverable. An impairment
loss is recognized when estimated undiscounted future cash flows expected to
result from the use of the asset plus net proceeds expected from disposition of
the asset, if any, are less than the carrying value of the asset. When
impairment is identified, the carrying amount of the asset is reduced to its
estimated fair value.

Stock-Based Compensation:

The Company accounts for stock-based awards to employees in accordance with
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" and related interpretations and has adopted the disclosure-only
alternative of FAS No. 123, "Accounting for Stock-Based Compensation." Options
granted to consultants, independent representatives and other non-employees are
accounted for using the fair value method as prescribed by FAS No. 123.


                                     - 11 -
<PAGE>

               WORLD INFORMATION TECHNOLOGY, INC AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
(CONTINUED)

Segment reporting

The Company follows Statement of Financial Accounting Standards No. 130,
"Disclosures about Segments of an Enterprise and Related Information". The
Company operates as a single segment and will evaluate additional segment
disclosure requirements as it expands its operations.

Dividends

Under the Company's Articles of Incorporation in Taiwan, current year's net
income, if any, shall first be used to pay all taxes and offset prior years'
operating losses, then setting 10% of the remaining amount as legal reserve; and
the remainder shall be appropriated as follows:

2.5% as special bonus to employees;
2.5% as remuneration to directors and supervisors;
95% as dividends to shareholders.

Dividends are distributed in shares of common stock or a combination of cash and
common stock.

On June 13, 2004, the Board declared that the Appropriations and payment of
dividends shall be paid as follows:

Amounts due to its employee profit sharing plan are $64,163 and $30,132 in 2003
and 2002 respectively. On September 30, 2004 the Board of Directors will issue
250,000 shares of the Company's common stock of which: 125,000 shares will be
distributed to the Taiwan employees, 75,000 shares will be distributed to the
Taiwan Supervisors and 50,000 to the Board Members. The shares will be equally
divided among the Board Members and the Board Members shall divide the other
shares as they shall agree on that date.

Amounts due to the shareholders are $2,450,798 and $1,144,392 in 2003 and 2002
respectively. The Board of Directors will to forward split its issued and
outstanding stock 1.2 to 1 with a September 17, 2004 dividend date.


                                     - 12 -
<PAGE>

               WORLD INFORMATION TECHNOLOGY, INC AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
(CONTINUED)

Income taxes

The Company follows Statement of Financial Accounting Standard No. 109,
"Accounting for Income Taxes" ("SFAS No. 109") for recording the provision for
income taxes. Deferred tax assets and liabilities are computed based upon the
difference between the financial statement and income tax basis of assets and
liabilities using the enacted marginal tax rate applicable when the related
asset or liability is expected to be realized or settled. Deferred income tax
expenses or benefits are based on the changes in the asset or liability each
period. If available evidence suggests that it is more likely than not that some
portion or all of the deferred tax assets will not be realized, a valuation
allowance is required to reduce the deferred tax assets to the amount that is
more likely than not to be realized. Future changes in such valuation allowance
are included in the provision for deferred income taxes in the period of change.
Deferred income taxes may arise from temporary differences resulting from income
and expense items reported for financial accounting and tax purposes in
different periods. Deferred taxes are classified as current or non-current,
depending on the classification of assets and liabilities to which they relate.
Deferred taxes arising from temporary differences that are not related to an
asset or liability are classified as current or non-current depending on the
periods in which the temporary differences are expected to reverse.

Recent pronouncements

In June 2001, the FASB issued Statement of Financial Accounting Standards No.
143, "Accounting for Asset Retirement Obligations" ("FAS 143"). FAS 143 changes
the recorded amount of liabilities associated with asset retirements and
requires the accretion of interest expense over the remaining life of the asset.
FAS 143 also requires additional disclosure regarding asset retirement
obligations.

This Statement is effective for fiscal years beginning after June 15, 2002. The
adoption of this statement is not expected to have a significant impact on the
financial condition or results of operations of the Company.

In August 2001, the FASB issued Statement of Financial Accounting Standards No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("FAS
144"). FAS 144 retains the existing requirements to recognize and measure the
impairment of long-lived assets to be held and used or to be disposed of by
sale. However, FAS 144 changes the scope and certain measurement requirements of
existing accounting guidance. FAS 144 also changes the requirements relating to
reporting the effects of a disposal or discontinuation of a segment of a
business. This Statement is effective for fiscal years beginning after December
15, 2001. The adoption of this statement did not have a significant impact on
the financial condition or results of operations of the Company.


                                     - 13 -
<PAGE>

               WORLD INFORMATION TECHNOLOGY, INC AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - NATURE OF BUSINESS  AND  SUMMARY OF  SIGNIFICANT  ACCOUNTING  POLICIES,
(CONTINUED)

Recent pronouncements, (continued)

In April 2002, the FASB issued Statement of Financial Accounting Standards No.
145 "Rescission of Statements No. 4, 14 and 64, Amendment of FASB Statement No.
13 and Technical Corrections." ("FAS 145"). This Statement rescinds SFAS No. 4,
"Reporting Gains and Losses from Extinguishment of Debt," and an amendment of
that Statement, SFAS No. 64, "Extinguishments of Debt Made to Satisfy
Sinking-Fund Requirements." This Statement also rescinds SFAS No. 44,
"Accounting for Intangible Assets of Motor Carriers." This Statement amends SFAS
No. 13, "Accounting for Leases," to eliminate any inconsistency between the
required accounting for sale-leaseback transactions and the required accounting
for certain lease modifications that have economic effects that are similar to
sale-leaseback transactions.

FAS 145 also amends other existing authoritative pronouncements to make various
technical corrections, clarify meanings, or describe their applicability under
changed conditions. This Statement is effective for fiscal years beginning after
May 15, 2002. The Company has adopted this Statement in 2003. The adoption of
this statement did not have a significant impact on the financial condition or
results of operations of the Company.

In November 2002, the FASB issued Interpretation No. 45, Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others (FIN 45). FIN 45 requires the recognition of certain
guarantees as liabilities at fair market value and is effective for guarantees
issued or modified after December 31, 2002. The Company has adopted the
disclosure requirement of FIN 45 and does not expect the impact of the fair
market value requirement to have a material impact on its financial condition or
results of operations of the Company.

In December 2002, the FASB issued Statement of Financial Accounting Standards
No. 148 "Accounting for Stock-Based Compensation - Transition and Disclosure".
The statement allows for the Company's current method of accounting for stock
options to continue. Effective for interim periods beginning after December 15,
2002, disclosure will be required for information on the fair value of stock
options and the effect on earnings per share (in tabular form) for both interim
and annual reports. The Company has adopted this statement in 2003. The adoption
of this statement did not have a significant impact on the financial condition
or results of operations of the Company.


                                     - 14 -
<PAGE>

               WORLD INFORMATION TECHNOLOGY, INC AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
(CONTINUED)

Recent pronouncements, (continued)

In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities, an Interpretation of ARB No. 51 (FIN No. 46), which
requires the consolidation of certain variable interest entities, as defined.
FIN No. 46 is effective immediately for variable interest entities created after
January 31, 2003, and on July 1, 2003 for investments in variable interest
entities acquired before February 1, 2003; however, disclosures are required
currently if a company expects to consolidate any variable interest entities. As
the Company has no such variable interest entities, the adoption of FIN No. 46
did not have an impact on the Company's results of operations, financial
position or cash flows.

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

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 that, under previous
guidance, issuers could account for as equity. FASB No. 150 requires that those
instruments entered into or modified after May 31, 2002, and otherwise is
effective at the beginning of the first interim period beginning after June 15,
2003. The adoption of this statement is not expected to have a material impact
on the financial condition or results of operations of the Company.


NOTE 2 - ACCOUNTS RECEIVABLE

Accounts receivable as of December 31, 2003 and 2002 amounted to $4,403,903 and
$3,545,621, respectively. The allowance for doubtful accounts as of December 31,
2003 and 2002 amounted to $95,072 and $78,462, respectively.


                                     - 15 -
<PAGE>

               WORLD INFORMATION TECHNOLOGY, INC AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - PLANT AND EQUIPMENT

Plant and equipment consist of the following at December 31:

                                               2003            2002
                                           -----------      -----------
Information, communication equipment       $                $
software                                       561,373          884,079
Office furniture and fixtures                   20,041           16,572
Transportation equipment                        85,966           45,299
Leasehold improvements                          13,971          279,110
                                           -----------      -----------
            Totals                             681,351        1,225,060

Less accumulated depreciation                 (160,310)        (294,112)
                                           -----------      -----------
            Totals                         $   521,041      $   930,948
                                           ===========      ===========

Depreciation expense on property, plant and equipment amounted $190,549 and
$192,509 for the year ended December 31, 2003 and 2002, respectively.

NOTE 4 - LONG-TERM INVESTMENTS

Long-term investments are summarized as follows at December 31:

                                                    2003
Name of Investee                            Amount       % of Ownership
------------------------------            ----------     --------------
Everbest Healthcare Co., Ltd                 81,565           1.84%
Techmo Taiwan Co., Ltd                      547,367          18.07%
Rico Foodstuff Co., Ltd                      29,047           0.47%
Golden Gate Hotel                         1,660,644
                                          ---------
Total                                     2,318,623
                                          =========

                                                    2002
Name of Investee                            Amount       % of Ownership
------------------------------            ----------     --------------
Everbest Healthcare Co., Ltd                 79,703           1.84%
Techmo Taiwan Co., Ltd                      534,867          18.07%
Rico Foodstuff Co., Ltd                      28,383           0.47%
Eternal Industries Co., Ltd                  85,768
Wisdom Industries Co., Ltd
Eastern Multimedial Co, Ltd                 286,700           0.03%
Modern Worldwide Internet
  & Multimedia Corp                          10,034          22.50%
Brilliance Worldwide Internet
 & Multimedia Corp                           10,034           0.70%
                                          ---------
Total                                     1,035,489
                                          =========


                                     - 16 -
<PAGE>

               WORLD INFORMATION TECHNOLOGY, INC AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - LONG-TERM INVESTMENTS ((CONTINUED)

The Company made an investment through its two subsidiaries in the amount of
$1,660,644. This amount was paid for the land. The land was registered under one
of the major shareholders and director of the two subsidiaries. As of the date
of this report, the title of this land has not been transferred to the Company.

NOTE 5 - PENSION BENEFITS

As the majority of the Company's employees are located in Taiwan, the Company
has enacted provisions for employees' retirement in accordance with the Labor
Standards Law of the Republic of China. An employee's pension obligation is
computed based on years of service and average salary or wage for the 6 months
prior to approved retirement. The Company contributes at an amount equal to 2%
of salaries paid every month to a Pension Fund of the Central Trust of China,
the trustee, and recognized the pension cost. Total pension expense incurred by
the Company amounted to $4,253 and $4,662 for the years ended December 31, 2003
and 2002, respectively.

NOTE 6 - INCOME TAXES

All the Company's subsidiaries were incorporated and are operating in the
Republic of China. The PRC income tax rate for 2002 and 2003 was 25%.

Income tax expense is provided based on accounting income after adjusting for
permanent differences. The provision for income tax included deferred income tax
resulting from items reported in different periods for tax and financial
reporting purposes. Deferred income tax assets and liabilities are determined
using enacted tax rates in effect for the years(s) in which the differences are
expected to reverse. Valuation allowance is provided on deferred income tax
assets to the extent that it is more likely than not that the tax benefits will
not be realized. Over or under provision of prior year's income tax liabilities
is included in the current year's income tax expense.

Any undistributed current earnings, on a tax basis, of the Company will be
subject to an additional 10% corporate income tax if the earnings are not
distributed within a specific period of time. This 10% additional tax on
undistributed earnings paid by the Company will be recorded as an income tax
expense in the year that the stockholders resolve to retain the earnings.

The Company's income tax returns for the years through 2001or 2002 have been
assessed and approved by the tax Authority.

The income taxes, components of the Company's deferred tax assets and
liabilities consist of the following:


                                     - 17 -
<PAGE>

               WORLD INFORMATION TECHNOLOGY, INC AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 - INCOME TAXES, (CONTINUED)

                                                   2003           2002
                                                ---------      ---------
Income tax based on PRC income tax rate         1,728,338        955,467
U.S. income tax on the dividend                      --             --
U.S. income tax credit on the dividend               --             --
                                                ---------      ---------
Total income tax expense                        1,728,338        955,467
                                                =========      =========

As of December 31, 2003 and 2002, the balances of deferred tax assets were
$37,073 and $30,969, respectively, which were related to one of the Company's
subsidiaries, International Joyful Shopping Mall. Due to a history of losses,
the management does not believe that sufficient objective, positive evidence
currently exists to conclude that realization of deferred tax assets is more
likely than not. As a result, the Company has provided a valuation allowance
covering substantially all of the deferred tax assets.

NOTE 7 - STOCKHOLDERS' EQUITY

On August 12, 2003, the Company's board of directors approved a two-for one
forward stock split of the common stock. The numbers of shares issued and
outstanding during the periods reported have been retroactively adjusted to
reflect the stock split.

On March 13, 2003, pursuant to a Stock Purchase agreement, the Company issued
27,611,048 (post split described above) shares of its $0.001 par value common
stock for 80.75% of World Information China and operating control.


On July 2, 2003 the Company issued 140,000 (post split described above) shares
of common stock to Charterbridge Financial Group Inc. for a Financial and Public
Relations Agreement with Charterbridge Financial Group.

On July 2, 2003 the Company issued 200,000(post split described above) shares of
common stock to May Davis Group for an Advisory and Investment Banking
Agreement.

On July 11, 2003, the Company issued 4,694,344 (post split described above)
shares of common stock under Rule Regulation S to 382 individuals in exchange
for the remaining 19.25% ownership in World Information China.

On August 5, 2003, the Company issued 20,000 (post split described above) shares
of common stock under Rule Regulation S for US$2,934.


                                     - 18 -
<PAGE>

               WORLD INFORMATION TECHNOLOGY, INC AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - STOCKHOLDERS' EQUITY, (CONTINUED)

On September 22, 2003, the Company issued 100,000 shares of common stock.

On November 18, 2003, the Company issued 12,000,000 shares of common stock to
Aurora Two, Ltd. contingent on financing and cancelled on March 2, 2004.

As of December 31, 2003, the issued shares of common stock were 51,965,392 and
39,965,392 shares were outstanding.

Under the Company's Articles of Incorporation in Taiwan, current year's net
income, if any, shall first be used to pay all taxes and offset prior years'
operating losses, then setting 10% of the remaining amount as legal reserve; and
the remainder shall be appropriated as follows:

2.5% as special bonus to employees;
2.5% as remuneration to directors and supervisors;
95% as dividends to shareholders.

Dividends are distributed in shares of common stock or a combination of cash and
common stock.

Based on the Company Law of the ROC, the appropriation for legal reserve is made
until the reserve equals the aggregate par value of the Company's outstanding
capital stock. The reserve can only be used to offset prior years' operating
losses, when its amount is equal or more than 50% of the Company's capital.

The Appropriations and dividends per share are as follows:

                                                   Appropriation of Earnings
                                                   -------------------------
                                                       2003        2002
                                                     ---------   ---------
Legal reserve                                          285,146      96,055
Bonus paid to employee-in stock                         64,163      30,132
Bonus paid to employee-in cash                             630
Remuneration to director and supervisors
 - in stock
Remuneration to director and supervisors
 - in cash                                              37,873      30,132
Common stock dividend - in stock                     2,450,798   1,144,392
Common stock dividend - in cash                         12,815


On June 13, 2004, the Board declared that the Appropriations and payment of
dividends shall be paid as follows:

Amounts due to its employee profit sharing plan are $64,163 and $30,132 in 2003
and 2002 respectively. On September 30, 2004 the Board of Directors will issue
250,000 shares of the Company's common stock of which: 125,000 shares will be
distributed to the Taiwan employees, 75,000 shares will be distributed to the
Taiwan Supervisors and 50,000 to the Board Members. The shares will be equally
divided among the Board Members and the Board Members shall divide the other
shares as they shall agree on that date.


                                     - 19 -
<PAGE>

               WORLD INFORMATION TECHNOLOGY, INC AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - STOCKHOLDERS' EQUITY, (CONTINUED)

Amounts due to the shareholders are $2,450,798 and $1,144,392 in 2003 and 2002
respectively. The Board of Directors will to forward split its issued and
outstanding stock 1.2 to 1 with a September 17, 2004 dividend date.

NOTE 8 - RELATED PARTY TRANSACTIONS

The Company engaged in business transactions with the following related parties;

Name of Related Parties                        Relationship with the Company
-----------------------                        -----------------------------
JYH Sheng International
Technology Co., Ltd                            Major shareholder of the Company

Top of the Cloud Technology Co. Ltd            Major shareholder of the Company

Modern Worldwide Internate
& Multimedia Corp                              Major shareholder of the Company

The transactions with the aforementioned parties, in addition to disclose in
other notes, are summarized as follows:

                                         For the years ended December 31,
                                                2003        2002
                                             ---------   ---------
Sales                                          337,889
                                             ---------   ---------
Other non-current assets                     1,965,780   1,920,890
                                             ---------   ---------
Accounts Receivable                            278,264
                                             ---------
Other Receivable                             1,775,997         632
                                             ---------   ---------
Other Payable                                1,802,364     207,038
                                             ---------   ---------

Sales to related parties are based on normal selling prices and collection
terms.


                                     - 20 -
<PAGE>

               WORLD INFORMATION TECHNOLOGY, INC AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - RELATED PARTY TRANSACTIONS, (CONTINUED)

As of December 31, 2003, the Company's directly-owned subsidiary, International
Joyful Shopping Mall, had receivables of $1,775,997 from its shareholder. This
amount was advanced to this shareholder to seek for a potential investment
opportunity during 2003. The receivable was not collected subsequent to December
31, 2003 due to the potential investment was not foreseeable. The Company did
not believe that this receivable would be collected from the shareholder. On
June 13, 2004, the Company forgave the receivable in exchange for the return to
us of 3,500,000 shares of our common stock which were owned by the shareholder,
as further described under "Subsequent Events" in note 10.

On July 12, 2001, the stockholders adopted a resolution to issue 7,000,000
shares at par value in exchanges for the land held by an original stockholder,
JYH Sheng, The land was recorded at the original purchase cost. The land has not
been used in the Company's operations since acquisition; therefore, it was
classified under other assets as "Other non-current assets- Idle Land".

Other payable to shareholder $ 1,802,236 as of December 31, 2003. $1,431,864 was
generated by paying the Company's estimated income tax and sales tax during the
year. The payable was partially paid subsequent to December 31, 2003.

At the end of 2003, the Company issued to Mr. Morgan, former Chief Executive
Officer and Chairman of the Board of Directors, a promissory note in the
principal amount of $370,500 with interest at the rate of 6% per annum payable
by April 30,2004, provided the Company receives US$10,000,000 or more in equity
financing prior to such date. The Company failed to repay the $370,500 principal
amount promissory note by April 30, 2004. On June 3, 2004, in consideration for
Mr. Morgan waiving the default on the promissory note, the Company amended Mr.
Morgan's settlement agreement, reducing the exercise price of Mr. Morgan's
warrant to the closing price of the common stock on June 3, 2004, as further
described under "Subsequent Events" in note 10

NOTE 9 - REVERSE MERGER

On January 3,, 2003, the Company entered into a Stock Purchase Agreement (the
"Agreement") with World Information Technology, Inc., formerly EZ Travel, Inc.
("WRLI"), a State of Nevada publicly-traded company. Pursuant to the Agreement,
WRLI acquired 80.75% of the outstanding common stock of the Company. As
consideration for the shares, WRLI transferred 27,611,048 shares, adjusted for
the 2 for 1 forward stock split on August 12, 2003, of its $0.001 par value
common stock to World Info China. The acquisition was accounted for using the
purchase method of accounting as applicable to reverse acquisitions because the
former stockholders of the Company controlled the WRLI's common stock
immediately upon conclusion of the transaction.

On July 11, 2003, the Company issued 4,694,344 shares of its common stock (post
split adjusted) to 382 individuals in exchange for the remaining 19.25%
ownership of World Info China. The Company currently own 100% of World Info
China.


                                     - 21 -
<PAGE>

               WORLD INFORMATION TECHNOLOGY, INC AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 - REVERSE MERGER (CONTINUED)

The accounting for the transaction is identical to that resulting from a
reverse-acquisition, except that no goodwill or other intangible assets shall be
recorded. Accordingly, the financial statements of World Information Technology,
Inc. will be the historical financial statements of the Company.

NOTE 10 - SUBSEQUENT EVENTS

On May 21, 2004, World Info China entered into an agreement for the purchase of
Shanghai BoFeng Internet Technology Co. Ltd. The Company acquired 95% of the
outstanding capital stock of Shanghai Bofeng Internet Technology in exchange of
38,786 shares of the Company's common stock.

On June 4, 2004 and June 6, 2004 the Company agreed to repurchase and retire
14,249,368 shares of common stock issued and currently outstanding to Cloud
Technology Co., LTD ("Cloud") and JNY Seng International Technology LTD. ("JNY")
have divested themselves of their ownership in the Company such that they can
not influence the decision making process of the Company. In exchange, the
Company transferred its ownership position in WeiChang International Technology,
Inc. ("WeiChang") in exchange for the Cloud and JNY shares in the Company. Since
WeiChang is a non-income performing asset and is recorded on the Company's
balance sheet as a long term investment using the equity method. Management of
the Company does not anticipate that WeiChang would be a income producing asset
in the foreseeable future and the sole value of WeiChang is it's advancements in
the cable set top box technology which currently requires significant additional
capital to complete it's product, and when and if it's product were complete,
would not be of benefit to the Company's current business plan. Further to this
agreement, on May 26, 2004, the Company retired 2,464,014 shares of its own
common stock previously issued to Forever King Technology Co., Ltd ("Forever
King"). The Board authorized and directed the cancellation of the 17,314,014
shares of Company stock from the issued and outstanding on the Company's books.
Through these transactions, the Company will remove $5,381,200 from it Long Term
Investments in the second quarter of 2004.

The Settlement Agreement and Release and Waiver of Claims entered into the 13th
day of June 2004 by and between Modern Worldwide Internet & Multimedia Corp.
("MODERN") and the Corporation. In exchange for MODERN'S release and waiver of
any and all claims against the Company, MODERN has transferred 1,550,000 shares
of common stock in the Company for cancellation from the issued and outstanding
shares and all other promises MODERN has made therein (including, but not
limited to, those relating to confidentiality) the Company has agreed to hereby
transfer the 22.5% equity position that it holds in MODERN. MODERN shall retain
ownership of 1,829,868 common shares of the Company.


                                     - 22 -
<PAGE>

               WORLD INFORMATION TECHNOLOGY, INC AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 - SUBSEQUENT EVENTS, (CONTINUED)

The Board the cancellation of the 1,550,000 shares of Company stock from the
issued and outstanding on the Company's books.

The Corporation agrees to amend its' January 18, 2004 Agreement with Gary D.
Morgan ("Morgan"). The Agreement reduces the Exercise Price of Morgan's Warrant
dated January 25, 2004 to the closing price of the Company's stock on June 3,
2004. In the Agreement, the Corporation agrees to cancel the Note dated January
25, 2004 to Morgan in exchange for the Company signing a Promissory Note dated
June 3, 2004 in the principal amount of $370,500.00, plus 4% annual interest
from January 26, 2004, with repayment in eight equal payments of $53,413.46,
paid semi-annually, with the first payment due December 11, 2004, with all
contingencies and representations relating to the potential Company financing
removed and an option for Morgan to convert the principal and interest at any
time, in whole or part to common stock of the Company at the last sale price per
share on the same day as Morgan shall give notice to the Company of Morgan's
desire to covert.

On June 24, 2004, the Company entered into a Settlement Agreement and release
and Waiver of Debt with its wholly owned subsidiary, World Info China, World
Info China's majority owned subsidiary, International Joyful Shopping Mall
Internet Business Co., Ltd. and an individual debtor to International Joyful
Shopping Mall, Kuo Yu-Yen. During 2003, International Joyful Shopping Mall
advanced to Kuo Yu-Yen $1,775,997 in cash to seek a potential investment
opportunity on behalf of the International Joyful Shopping Mall. Acknowledging
that Kuo Yu-Yen is unable to repay this sum, the debt was forgiven in exchange
for the return to the Company of 3,500,000 shares common stock which was owned
by Kuo Yu-Yen. The shares of common stock which were repurchased from Kuo Yu-Yen
were valued at $0.51 per share ($1,775,997 / 3,500,000).

During the first five months of 2004, the Company had borrowed $650,000.00 from
Mangonet, Inc. ("Mangonet") to fund its overhead expenses in the US. On June 5,
2004, the Company issued a promissory note to Mangonet, Ltd in the amount of
$650,000 to fund restructuring costs. The promissory note accrues interest at
the rate of 4% per annum and its payable in eight equal payments of $88,731,37,
paid semi-annually, with the first payment due December 5, 2004. Mangonet has an
option to convert the principal and interest of the promissory note at any time,
in whole or in part, into the common stock at the last closing sale price per
share on the day that Mangonet gives notice of its desire to covert. On June 17,
2004, the Company received a notice of Mangonet's desire to convert the
promissory note into shares of the common stock.

                                     - 23 -