SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 20-F
(Mark One)

[ ]  REGISTRATION  STATEMENT  PURSUANT  TO  SECTION  12(b)  OR  12(g)  OF THE
     SECURITIES EXCHANGE ACT OF 1934 [Fee Required]

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 [Fee Required]

                   For the Fiscal Year Ended December 31, 2003

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934 [No Fee Required]

        For the transition period from ______________ to _______________.

                           Commission File No. 0-25108

                               IWI HOLDING LIMITED
             (Exact Name of Registrant as Specified in Its Charter)

                             British Virgin Islands
                 (Jurisdiction of Incorporation or Organization)

   P.O. Box 3340, Dawson Building, Road Town, Tortola, British Virgin Islands
                     Address of Principal Executive Offices

           Securities Registered Pursuant to Section 12(b) of the Act:

          Title of Each Class       Name of Each Exchange on Which Registered
                  None                        None

           Securities Registered Pursuant to Section 12(g) of the Act:

                           Common Stock, no par value
                                (Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act:

                                      None
                                ----------------
                                (Title of Class)

As of May 10, 2004, the Registrant had outstanding 2,554,700 shares of Common
Stock and 3,644,880 shares of Preferred Stock.

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the past twelve
(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
ninety (90) days. [ ] Yes [X] No

Indicate by check mark which financial statement item the registrant has elected
to follow.
Item 17 [  ]   Item 18 [X]
<PAGE>


                                TABLE OF CONTENTS


PART I                                                                    Page
                                                                         ------

ITEM  1.  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS             3
ITEM  2.  OFFER STATISTICS AND EXPECTED TIMETABLE                           3
ITEM  3.  KEY INFORMATION                                                   3
ITEM  4.  INFORMATION ON THE COMPANY                                        4
ITEM  5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS                      6
ITEM  6.  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                        9
ITEM  7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                12
ITEM  8.  SELECTED CONSOLIDATED FINANCIAL DATA                             13
ITEM  9.  THE OFFER AND LISTING                                            13
ITEM 10.  ADDITIONAL INFORMATION                                           14
ITEM 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT THE MARKET        14
ITEM 12.  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES           15

PART II

ITEM 13.  DEFAULTS DIVIDEND ARREARAGES AND DELINQUENCIES                    15
ITEM 14.  MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
             AND USE OF PROCEEDS                                            15
ITEM 15.  CONTROLS AND PROCEEDURS                                           15
ITEM 16A.  AUDIT COMMITTEE FINANCIAL EXPERT                                 15
ITEM 16B.  CODE OF ETHICS                                                   15
ITEM 16C.  PRINCIPAL ACCOUNTANT FEES AND SERVICES                           16

PART III

ITEM 17. FINANCIAL STATEMENTS                                               16
ITEM 18. FINANCIAL STATEMENTS                                               16
ITEM 19. FINANCIAL STATEMENTS AND EXHIBITS                                  16

SIGNATURES                                                                  17

CERTIFICATION                                                            18-19

<PAGE>

                                     PART I

ITEM 1.  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS


Not applicable.


ITEM 2.  OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.


ITEM 3.  KEY INFORMATION


SELECTED CONSOLIDATED FINANCIAL DATA

(In thousands, except share data)
<TABLE>

                                                            Year Ended December 31,
                                                1999      2000     2001     2002     2003
                                               ------    ------   ------   -------  -------
<S>                                            <C>       <C>       <C>    <C>      <C>

Statement of Income Data:

Net sales                                     $16,800    $19,028  $23,280  $25,802  $22,219
Cost of sales                                  11,549     13,999   17,751   20,322   18,772
                                               -------   -------- -------- -------- --------
Gross profit                                    5,251      5,029    5,529    5,480    3,447
Operating expenses                              4,969      4,612    5,011    4,990    5,052
                                               -------   -------- -------- -------- --------
Income (loss) from operations before the
  Gain on Trade Settlement                        282        417      518      490   (1,605)
  Gain on Trade Settlement                          0          0    1,141        0        0
Other income (expense) - net                   (  225)      (305)    (306)    (248)    (299)
                                               -------   -------- -------- -------- --------
Income (loss) before income taxes                  57        112    1,353    1,353   (1,904)
Income data:
   Income tax benefit                               -          -      120       36        -
                                               -------   -------- -------- -------- --------
   Net income (loss)                         $     57  $     112  $ 1,473 $    278  $(1,904)
                                               -------   -------- -------- -------- --------
   Net income (loss) per common share        $    .02  $     .04  $   .58 $    .11  $  (.75)
                                               -------   -------- -------- -------- --------
Cash distributions per common share          $      -  $       -  $     - $      -  $     -
Weighted average number of common
    shares outstanding                      2,554,700  2,554,700 2,554,700 2,554,700 2,554,700
                                            =========  ========= ========= ========= =========

</TABLE>

                                         Year Ended December 31,
                           1999      2000     2001     2002      2003
                          -----    ------     ----   ------      ----
Balance Sheet Data:

Working capital           $ 584    $ 915    $ 2,569  $ 3,010  $ 1,233
Total assets              8,713   10,670     11,625   14,255   15,327
Long-term debt                0        0          0        0        0
Shareholders' equity      1,472    1,584      3,057    3,335    1,431


<PAGE>




Risk Factors

The nature of the business and industry that the Company operates is very
seasonal. This seasonality combined with customer sales concentration and the
reliance of consumers using their discretionary disposable income on fashion
related products within current economic conditions presents a potential risk
that continued growth may be impacted.

The majority of the products that the Company sells are imported from the
Peoples Republic of China ("PRC") and Hong Kong and as such reliance on non
restrictive trading agreements between the United States of America and these
countries is critical.


ITEM 4.   INFORMATION ON THE COMPANY


General

IWI Holding Limited ("Company") was incorporated in the British Virgin Islands
on February 22, 1993. The Company, through its wholly-owned subsidiary, Imperial
World, Inc. ("Imperial"), incorporated in the State of Illinois, is engaged in
the design, assembly, merchandising and wholesale distribution of jewelry. The
Company provides a broad range of fashionable jewelry targeted at consumers who
seek fine jewelry at moderate prices for every day wear. These customers are
likely to purchase jewelry at frequent intervals as fashions and styles change.
The majority of the Company's U.S. sales are under the trade name of "World
Pacific Jewelry." Customers of the Company are principally large retail
establishments with jewelry departments and mass media marketers.

Products and Pricing

The Company's principal products are fine jewelry of rings, earrings, pendants,
bracelets and necklaces, made of 10, 14 and 18 karat gold, set with diamonds,
precious or semi-precious stones. In addition, the Company is also a major
supplier of pearl products in the industry. The Company's products are currently
sold in over 7,000 retail outlets. For the majority of products, the average
wholesale price is approximately $65 with the prices ranging from approximately
$20 to $500.

Marketing

The primary marketing efforts are product design and customer support services.
The Company markets its proprietary products and product designs through a
selling team that includes company management, internal account executives and
independent sales representatives. Each major account has thorough involvement
of internal sales management, to insure that quality of sales meet or exceed the
company requirement.

Customers

The Company's customers consist of jewelry retail stores, mass merchandisers,
such as Wal-Mart Stores, Inc., department stores, such as J.C. Penney Company,
Inc., national jewelry chains, catalog showrooms and various specialty markets.
The Company derived approximately 36%, 20% and 12% of its net sales from three
customers during 2003. The Company has no long-term contracts with any
customers, however, the core of each of its large volume purchasers had been
customers for at least five years. In March of 2004 the Company received
notification by one of it's major customers would suspend indefinitly purchases
from the Company. Open purchase orders were fullfilled and complete in April.
This company represented 20% of the Company's sales in 2003. The following table
sets forth the approximate percentage of net sales for the major market segments
for the periods indicated.
<PAGE>





                                         Year Ended December 31,
                               2001              2002                2003
                               ----              ----                ----

Jewelry retail stores            3.2   %           1.1   %           0.6  %
Specialty markets               22.1              28.8              28.5
Mass merchandisers              22.3              27.9              12.7
Department stores               41.7              26.6              39.5
National jewelry chains          9.9              12.5              16.3
Catalog showrooms                0.8               3.1               2.4
                                -----             -----             -----
         Total                  100.0   %         100.0   %        100.0  %
                                =====             =====             =====

Competition

The jewelry industry in the United States is highly fragmented, with little
significant brand name recognition or consumer loyalty. Selection is generally a
function of design appeal, high perceived value and quality in relation to
price.

Jewelry stores alone account for an estimated $25 billion in annual sales in the
United States. Retail jewelry sales have historically increased at a rate in
excess of the inflation rate. This increase is principally attributable to the
growth in the number of dual working households which in turn has increased the
amount of disposable income for women, the largest group of jewelry purchasers.
The rise in number of women in the work force has increased the demand for
women's business attire, including jewelry.

While many competitors may have a wider selection of products or greater
financial resources, the Company believes its competitive position is enhanced
by its information system, performance and its close relationship with its
customers and vendors. Therefore, although the competition is intense, the
Company believes it is well positioned in the jewelry industry.

Seasonality

The jewelry business is highly seasonal, with the fourth calendar quarter, which
includes the Christmas shopping season, historically contributing the highest
sales of any quarter during the year. Seasonality cannot be predicted or counted
upon, and the results of any interim period are not necessarily indicative of
the results that might be expected during a full fiscal year.

The following table sets forth the Company's unaudited net sales for the periods
indicated (dollar amounts are in thousands):

                                      Year Ended December 31,
                           2001              2002                   2003
                           ----              ----                   ----
                          Amount      %     Amount        %  Amount     %
                        ---------     -     ------        -  ------    --

First Quarter           $  5,230    22.5  $ 3,756   14.6   $ 4,524    20.3
Second Quarter             5,803    24.9    5,320   20.6     5,079    22.9
Third Quarter              4,258    18.3    6,821   26.4     5,801    26.1
Fourth Quarter             7,989    34.3    9,905   38.4     6,815    30.7
                        ---------  -----   -------  ----    ------    ----
Total                    $23,280   100.0  $25,802  100.0   $22,219   100.0
                        =========  =====   ======= =====   =======   =====

Purchasing

The Company imports most of its jewelry from the People's Republic of China
("PRC") and Hong Kong. Approximately 25% of the Company's products are sourced
in the U.S. Fresh water and cultured pearls are imported from the PRC and Hong
Kong. The imported pearls are assembled by the Company into various pearl
jewelry products. The Company purchases jewelry from a number of suppliers based
on quality, pricing and available quantities.
<PAGE>

Although purchases of material are made from a relatively small number of
suppliers, the Company believes there are numerous alternative sources for all
materials, and that the failure of any principal supplier would not have a
material adverse effect on operations or the Company's financial condition. The
Company believes it has good relations with its suppliers, most of whom have
supplied the Company for many years. The Company has not experienced any
difficulty in securing product.

Manufacturing and Assembly

Since the Company imports most of its jewelry in an assembled state from
suppliers in the PRC and Hong Kong, manufacturing and assembly operations
conducted by the Company are primarily limited to designing jewelry and assembly
of pearl products. Upon completing a design, the Company provides such design to
its suppliers, who will purchase the raw materials, such as diamonds, other
precious stones, gold and silver, and manufacture the product or subcontract for
its manufacture. The use of third party manufacturers enables the Company to
shift the risk and capital cost of manufacturing.

The Company maintains a light manufacturing and assembly operation in the United
States for the stringing of pearls. This enables the Company to assemble pearls
specifically to customer order and to provide shipment within two days of the
order date.

Property, Plants and Equipment

The Company maintains its registered offices in the BVI; the Company leases
approximately 13,000 square feet of space for operations and pearl assembly in
Westmont, Illinois. The Company has been at its current location since November
1993. In December 2003 the Company extended its present lease through January
2007, future minimum annual lease payments are approximately $553,000. The
facility, which provides state of the art security, was designed to maximize the
efficiency of the Company's current operations and to provide for the Company's
anticipated growth.

Legal Proceedings

In September 1996, Robert J. Rosen filed a class action lawsuit in the Supreme
Court in the state of New York alleging claims of fraudulent misrepresentations
by IWI Holding Limited and some Company officers, accountants and lawyers in
connection with the Company's initial public offering on December 16, 1994, and
in connection with the dissemination of financial data thereafter. The Plaintiff
claims damages on behalf of the class in excess of $11,000,000, which allegedly
resulted from a decline of the market value of the Company's common stock after
the initial public offering.

The parties reached an agreement in principal to settle the claim for a
significantly lesser amount, which was accrued as of December 31, 1999. The
settlement agreement is subject to court approval and the Company may decline to
proceed with the agreement if a significant number of class members "opt out" of
the settlement. As of April 30, 2004 there has been no response from counsel for
the class action lawsuit or from the lead counsel.

In September 2002, the Creditors Committee in the Bankrupt Estate of Montgomery
Wards filed an action in Bankruptcy Court to recover alledged "preference
payments" to the Company totaling $179,274. (Preference payments are payments
made by a bankrupt person within ninety (90) days of the bankruptcy filing). The
Company has responded to this action and believes that there is no merit to this
claim.

ITEM 5.   OPERATING AND FINANCIAL REVIEW AND PROSPECTS

This report contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of Securities Exchange Act of
1934. Actual results could differ materially from those projected in the
forward-looking statements as a result of the risks which the Company cannot
foresee. Such risks include, but are not limited to an economic turndown,
changes in government policies, financial difficulty with or loss of a major
customer or interruption in supplies.

<PAGE>

Results of Operations

The following table sets forth, for the periods indicated, certain information
derived from the Consolidated Statements of Income of the Company. All dollar
and share amounts are set forth in thousands, except per share data.
<TABLE>


                                     2001                      2002                       2003
                                    -----                      ----                      -----
                                      %       %                 %      %                   %     %
                            Amount  Sales  Change     Amount  Sales  Change      Amount  Sales  Change
<S>                         <C>     <C>     <C>        <C>    <C>    <C>       <C>       <C>    <C>


Net sales                   $23,280  100.0  22.4     $25,802   100.0   10.8    $22,219  100.0   (13.9)
Gross profit                  5,529   23.8   9.9       5,480    21.2   (0.9)     3,447   15.5   (37.1)
Operating expenses            5,011   21.5   8.7       4,990    19.3   (0.4)     5,052   22.7    (1.2)
                              -----   ----  -----     ------   -----   -----     -----  ------  -------
Income from operations before
  gain on trade settlement      518    2.2  24.2         490     1.9   (5.4)    (1,605)  (7.2)  (427.5)
Other income (expense)          835    3.5   n/a        (248)   (1.0)   n/a       (299)  (1.4)    n/a
                               ---     ---  -----     -------  -----   -----      -----  -----  -------
Income (loss) before
  income taxes                1,353    5.8 1,108.0       242     1.0  (82.1)    (1,904)  (8.6)  (886.8)
Income tax benefit              120      -   n/a          36     0.1    n/a          -      -     n/a
                               -----   ----  ----      ------  -----  -----     ------   ------ ------
Net income (loss)              1,473   6.3  1,215.2      278     1.1  (81.1)    (1,904)  (8.6)  (784.9)
                               =====   ===  =======    ======  =====  ======    =======  ====== ======
Net income (loss) per
common share                    $.58                   $ .11                    $(0.75)
                                ====                   ======                   =======
Weighted average
number of shares
outstanding                    2,555                   2,555                     2,555
                               =====                   ======                   =======
</TABLE>


The Company's sales are generated through the wholesaling of jewelry products to
the following groups:

                                  1999     2000     2001     2002    2003
                                  ----     ----     ----     ----    ----

Jewelry retail stores             5.8%     5.2%     3.2%     1.1%    0.6%
Specialty markets                 11.2    20.9      22.1    28.8    28.5
Mass merchandisers                 4.0     8.0      22.3    27.9    12.7
Department stores                 57.5    49.8      41.7    26.6    39.5
National jewelry chains           20.7    14.9       9.9    12.5    16.3
Catalog showrooms                  0.8     1.2       0.8     3.1     2.4
                                 -----   -----    ------   -----   ------
Total                            100.0%  100.0%    100.0%  100.0%  100.0%


Year Ended December 31, 2003 Compared to Year Ended December 31, 2002

         Net Sales. Net Sales decreased $3.6 million or 13.9% to $22.2 million
in 2003 from $25.8 million in 2002. This decrease in Net Sales reflects both a
decrease in gross sales from the prior year of nearly $2.0 million combined with
an increase in returns compared to 2002 of $1.7 million. This increase in
returns was caused primarily by one of the Company's major customers as specific
programs were eliminated and replaced. Existing inventory at this customer was
returned to the Company and is being sold in part to other existing customers as
well as close out outlets and established consignment programs.

         Gross Profit. Gross profit decreased $2.0 million or 37.1% to $3.4
million in 2003 from $5.5 million in 2002. The decrease in both gross profit and
gross margin in 2003 was caused by a combination of factors among those were: A)
Uncertain economic conditions throughout 2003 as well as increased competition
tended to reduce the overall gross margin at point of sale. B) Excess inventory
levels were sold off through the Company's close out programs, sales from these
programs were $2.9 million at a net cost to the Company of $125,000, and C) The
consistent rise in gold prices experienced in 2003 had a negative impact to the
Company's operating results of between $200,000 and $250,000. Although the
company can pass these costs along to its customers, these gold level
adjustments occur on a quarterly lag basis.
<PAGE>


         Loss from Operations. Losses from Operations were $1.6 million in 2003
compared to income from operations in 2002 of $490,000 a change of $2.1 million.
This reflects the lower sales and margins experienced in 2003. Operating
expenses increased slightly or $62,000 to $5.1 million in 2003 from $5.0 million
in 2002.

         Other Income (Expense). Other Expenses representing interest costs
increased $51,000 to $299,000 from $248,000 in 2002 representing increased
borrowings in 2003.

         Net Loss. The net loss for 2003 totaled $1,904,000 a change of
$2,182,000 compared to the net income reported in 2002 of $278,000. Excluding
the tax benefit recorded in 2002 the net loss of $1,904,000 in 2003 represented
a change from 2002 net income before tax levels of $2,146,000.

Year Ended December 31, 2002 Compared to Year Ended December 31, 2001

         Net Sales. Net sales increased by $2.5 million, or 10.8% to $25.8
million in 2002, from $23.3 million in 2001. This increase reflects a
combination of incremental sales to established customers and a broadening of
the overall customer base. Approximately 60% of the growth in sales were
generated by new customers.

         Gross Profit. Gross profit decreased $49,000 or 0.9% to 5.0 million in
2002. Gross margin decreased 2.6 % reflecting strategic pricing used to expand
market share with our existing customer base and to secure new customers. The
Company continued liquidating its excess inventories in the amount of $508,000,
a decrease of $48,000 from 2001 levels.

         Income from Operations. Income from operations decreased $28,000 or
5.4% to $490,000 in 2002 from $518,000 in 2001. There was little change in
selling, general and administrative costs as they decreased by $21,000 or 0.4%
to $4,990,000.

         Other Income (Expense). Other expenses representing interest expenses
decreased $58,000 in 2002 reflecting the combination of overall market
conditions and the financing package put in place in September 2001.

         Net Income. The net income for 2002 totaled $278,000 a decrease of
$1,195,000 from 2001 levels of $1,473,000. Excluding the gain on a trade
settlement recorded in 2001 and the tax benefit of $36,000 in 2002 vs. $120,000
in 2001, net income increased $30,000 or 14.2%.

Analysis of Financial Position, Liquidity and Capital Resources

The Company's primary liquidity needs are to fund accounts receivable and
inventories. The Company has historically financed its working capital
requirements through a combination of internally generated cash and short-term
borrowings under bank lines of credit. The Company's working capital at December
31, 2003 was $1.2 million as compared to $3.0 million at December 31, 2002.

On May 29, 2003 the Company entered into a credit agreement with a new financial
institution, whereby the Company can borrow up to $5.0 million, plus the
seasonal over-line amount of $1.5 million. The total credit facility is governed
by a formula, as defined in the agreement, based principally on accounts
receivable and inventory levels. This agreement provides, among other things,
that the credit facilities are collateralized by substantially all the assets of
the Company. Under this borrowing facility, interest is calculated at .75% over
prime with respect to the base loan and 1.0% over prime for the loan during the
seasonal over-line. An officer of the Company has agreed to personally guarantee
up to $1,000,000 of the borrowing. The agreement contains certain reporting and
financial covenants, which the Company is required to maintain. The credit
agreement matures in two years, or may be accelerated by the lender upon certain
events as specified in the loan agreement.
<PAGE>

The following table summarizes cash provided by (used in) the Company's business
activities for the past three years (dollar amounts are in thousands):

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

Operating activities                     $(976)     $516  $(2,286)
Investing activities                       (10)      (42)     (32)
Financing activities                     1,045      (658)   2,302
Increase (decrease) in cash                 59      (184)     (16)


Operating Activities. The net cash used in 2003 was principally due to the
losses incurred and the increase in accounts receivable of $1.7 million offset
partially by the increase in accounts payables of $.7 million and reduction in
inventory levels on hand of $.4 million at December 31, 2003.


Investing Activities. Cash uses in 2003 were minimal and reflect the upgrade of
our computer and related systems and minor building renovations.


Financing Activities. During 2003, the Company increased the amounts outstanding
under its line of credit by $2.1 million to $5.3 million at December 31, 2003.
Notes payable to employees and others increased by $132,000.

During the coming twelve months, the Company does not anticipate any significant
capital expenditures.


Inflation

Inflation has historically not had a material effect on the Company's
operations. When the price of gold or precious stones has increased, these costs
historically have been passed on to the customer, quarterly in arrears.
Furthermore, because the Company does not have either long-term supply contracts
or long-term contracts with customers, prices are quoted based on the prevailing
prices for semi-precious gemstones or metals. Accordingly, the Company does not
believe inflation will have a material effect on its future operations.


ITEM 6.  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Directors and Executive Officers

The following table sets forth certain information as of the date hereof with
respect to the directors and executive officers of the Company.

Name                Age      Position
Joseph K. Lau       56       Chairman of the Board of Directors:
                             President of IWI Holding Limited, Principal
                             Financial Officer
Richard J. Mick     63       Vice President - Sales and Director
Norman S.W. Chui    32       Director
Connie S. Yui       53       Inventory Manager and Director
Joseph A. Benjamin  61       Director
Samuel H. Lou       50       Director
<PAGE>

Each director is serving a one-year term that expires after the next annual
meeting of the Company's shareholders, or until their successors are elected and
qualified. Executive officers of the Company are elected by, and serve at the
discretion of, the Board of Directors.

Joseph K. Lau and Connie Yui are brother and sister.  Norman S. W. Chui is the
nephew of Joseph K. Lau.

Joseph K. Lau joined the Company in November, 1982 and was elected Senior Vice
President, Chief Operating Officer, Secretary and Director in February, 1986 and
Chairman of the Board, President and Chief Executive Officer in August, 1998.
For the 11 years prior to joining the Company, he held a management position in
the restaurant industry and owned a trading company in Hong Kong.

Richard J. Mick joined the Company in February, 1996 as Vice President - Sales
and Director. For 6 years prior to joining the Company he was President of a
sales and marketing firm selling jewelry and related products. Prior thereto,
Mr. Mick was employed by J.C. Penney Company, Inc. for 26 years.

Norman S. W. Chui joined the Company in December, 1997 as Senior
Manager/Secretary and Director. Prior to joining the Company, Mr. Chui was a
consultant with Eclipse Information Systems of Darien, IL and prior to thereto
was a consultant for Arthur Andersen & Co., which he joined following graduation
from the University of Illinois in 1994. Mr. Chui resigned from the Company in
January, 2000 but remains as an active Director and is now a consultant with
Trading Technologies Consulting.

Connie S. Yui joined the Company in March, 1985 and has served as the Product
Development Manager and is responsible for inventory control and pearl assembly.

Joseph A. Benjamin has served as a Director of the Company since December, 1997.
Mr. Benjamin is a CPA and is the Managing Partner of Benjamin & Birkenstein,
P.C., a business and tax consulting firm in Chicago, Illinois.

Samuel H. Lou has served as a Director of the Company since December, 1997. Mr.
Lou is a business consultant with his own firm in Chicago, Illinois.


Compensation of Directors and Officers

The aggregate cash compensation paid by the Company to all directors and
officers as a group during 2003 was approximately $535,000. Due to an extensive
travel schedule, one of the officers of the Company resides in New York. Because
of this, the Company also provides locally an apartment and related costs of
approximately $14,500 for this individual in lieu of motel accommodations and
incurs an estimated $6,200 a year in airfare costs.

Certain officers of the Company will be entitled to bonuses from the Company
based on performance criteria to be established by the Compensation Committee of
the Board of Directors of the Company. Additionally, in December, 1993, the
Company adopted a Stock Option Plan (the "Option Plan") to assist the Company
and its subsidiaries in retaining the service of current employees, motivating
selected key management personnel, and attracting new management by providing
the opportunity for such personnel to acquire a proprietary interest in the
Company and thereby share in its growth and success. Participation in the Option
Plan and the granting of options under the Option Plan are made by the
Compensation Committee of the Board of Directors, subject to ratification by the
Board. Pursuant to the Option Plan, a total of 150,000 shares of Common Stock
are reserved for issuance. The Option Plan requires that the exercise price of
the option be the fair market value of the Company's stock on the date of the
grant of the option but not less than $8.50 per share. The fair market value for
purposes of the Option Plan is for so long as Common Stock is quoted on the
OTCBB, the final closing sales price per share on the date of the grant. The
exercise price with respect to any option must be paid in cash. As of the date
hereof, there are no options to purchase shares of Common Stock outstanding
under the Option Plan.
<PAGE>

The Company, during 1995, also adopted a Non-Qualified Stock Option Plan (the
"Non-Qualified Plan.") A total of 600,000 shares are reserved for issuance under
the Non-Qualified Plan. The Non-Qualified Stock Option Plan provides for the
granting of options and stock appreciation rights to non-employee directors, key
management employees and consultants and is administered by the Compensation
Committee. The terms of any options and/or stock appreciation rights granted
under the Non-Qualified Plan shall be determined by the Compensation Committee
provided that options may not be exercisable for a term longer than ten years
and may not be exercisable at a price less than the stated value of the Common
Stock. No options or stock appreciation rights had been granted under the
Non-Qualified Stock Option Plan as of December 31, 2003.

In addition, the Company maintains a defined contribution plan which has both a
profit sharing feature and a 401(k) savings feature (the "Plan.") Under the
profit sharing portion of the Plan, contributions are an amount determined by
the Company's Board of Directors. Subject to certain limitations required by
law, the Company's contribution is allocated to each participant who is employed
by the Company at the end of the Plan year in the proportion that the total
compensation paid by the Company to each participant bears to the aggregate
compensation paid by the Company to all participants during such Plan year.
Under the 401(k) savings feature, eligible employees may elect, subject to
certain limitations required by law, to defer payment of up to 15% of their
compensation. The Plan provides that if an employee defers payment, the Company
will contribute 50% in 2003, effective January 1, 2004 25%, of the first 6% of
compensation deferred, by making a cash payment to the Plan on behalf of such
participant. Contributions by the Company to the profit sharing feature of the
plan, and earnings thereon, vest based on the participant's years of service
with the Company, vesting 20% per year after one year of service and being fully
vested after six years of service. Employee contributions are always 100%
vested. Contributions by the Company to the 401(k) savings feature vest on the
employees first day of employment. All contributions vest, regardless of years
of service, upon termination of employment by reason of death of disability,
attainment of age 62 or the termination of the Plan. After termination of
employment, an employee is entitled to receive the distribution of his or her
entire vested interest in the Plan in a lump sum, in installments for a specific
period of time, or an annuity for life. The amounts held under the Plan are
invested according to the instructions of the participant in investment funds
designated by the plan administrator. The Company made contributions to the Plan
during 2003, 2002 and 2001 of approximately $61,000, $57,000 and $51,000,
respectively.

Employment Contracts

The Company has an employment contract with Joseph K. Lau who is employed by
Imperial pursuant to a contract expiring July 2006. The contract provides for at
a base salary of $288,000 in 2004, and bonuses as determined by the Compensation
Committee of the Board of Directors.

Committees and Attendance of the Board of Directors Meetings

During the year ended December 31, 2003, the Board of Directors held three
formal meetings. The Audit and Compensation Committees each held one meeting.
Each director attended at least 2/3 of the total number of meetings of the Board
of Directors. The Audit and Compensation Committees were attended by all
members. The members of the Audit Committee are Messrs. Benjamin and Lou. The
members of the Compensation Committee are Messrs. Lau, Benjamin and Lou.


Employees

As of December 31, 2003, the Company had 67 employees, including 2 executive
officers, 9 persons in sales and merchandising, 45 persons in operations, and 11
persons in administrative and support functions. None of the employees is
governed by a collective bargaining agreement and the Company considers its
relations with its employees to be satisfactory. As of May 1, 2004, the Company
had 58 employees, including 2 executive officers, 9 persons in sales and
merchandising, 36 persons in operations, and 11 persons in administrative and
support functions.
<PAGE>


Share Ownership

Share ownership of Directors and Officers is illustrated in Item 7.



ITEM 7.  Major Shareholders and Related Party Transactions

Share ownership of major shareholders, Directors and Officers

The following table is furnished as of May 10, 2004, to indicate beneficial
ownership of shares of the Company's Common Stock and Preferred Stock by (1)
each shareholder of the Company who is known by the Company to be a beneficial
owner of more than 10% of the Company's Common Stock or Preferred Stock and (2)
all officers and directors of the Company as a group. The information in the
following table was provided by such persons.
<TABLE>

Name and Address       Amount and Nature of      Title of      Percent of   Percent of
of Beneficial Owner    Beneficial Ownership (1)   Class         Class       Voting Power
-------------------    ------------------------   -----         ------      ------------
<S>                    <C>                      <C>              <C>        <C>

Bamberg Company Ltd.         918,750              Common       35.96%         20.99%
Bamberg Company Ltd.       3,644,880           Preferred      100.00%         41.64%
Joseph K. Lau                 15,000              Common        0.59%          0.34%
Richard J. Mick              117,500              Common        4.60%          2.68%
Joseph A. Benjamin            10,000              Common        0.39%          0.23%
Norman Chui                    5,000              Common        0.20%          0.11%
                          -----------                          ------        -------

 All executive officers
and directors As a
group (4 persons)            147,500              Common        5.77%         3.77%

</TABLE>


Compliance with Section 16(a) of Exchange Act

Under the securities laws of the United States, the Company's Directors, its
executive officers, and any persons holding more than ten percent of the
Company's common stock are required to report their initial ownership of the
Company's common stock and any subsequent changes in ownership to the Securities
and Exchange Commission. Specific due dates for these reports have been
established and the Company is required to disclose in this Form 20F any failure
to file by these dates during 2003. All of the filing requirements were
satisfied on a timely basis in 2003. In making these disclosures, the Company
has relied solely on written statements of its directors, executive officers and
shareholders and copies of the reports that were filed with the Commission.

Related Party Transactions

All transactions between the Company, its officers, directors, principal
shareholder or affiliates, whether presently existing are, or in the future will
be, in the belief of management, on terms no less favorable to the Company than
may be obtained from unaffiliated third parties.

Since 1998, some of the Company's products were purchased from a manufacturer in
Hong Kong, which is managed by a relative of an officer of the Company. For the
years ended December 31, 2003, 2002 and 2001, the Company's purchases from this
manufacturer were approximately $7,394,000, $6,793,000, and $7,337,000
respectively.
<PAGE>

The Company uses outside entities to pursue most of its sales, because it has
proven to be both effective and economical. The stakeholders of a primary
outside sales entity are an officer of the Company and a family member of such
officer. All negotiations of pricing, compensation, contracts or any other
matters involving this entity are conducted by persons other than the related
party officer, and will be reviewed by the audit committee. Commission expense
of the Company for the years 2003, 2002 and 2001 were $545,000, $697,000 and
$720,000, respectively. Selling expenses such as salaries, travel, entertainment
etc. are borne directly by the sales entity.


ITEM 8.  Financial Information

Reference is made to the index to Consolidated Financial Statements of the
Company, and notes thereto, appearing under Item 19 below, together with the
report of Blackman Kallick Bartelstein, LLP thereon.

ITEM 9.  The Offer and Listing

There is no non-U.S. trading market for the Common Stock of the Company. Within
the United States, the Company's Common Stock is traded in the over-the-counter
market. The Company's Common Stock is quoted on the OTCBB under the symbol
"JEWLF."

The following table sets forth the high and low bid price per share for the
Company's Common Stock for each quarterly period for the past two years.

                           2003                          2002
                         High      Low             High         Low

First Quarter         $.160      $ .140            $.510       $.080
Second Quarter         .230        .160             .300        .110
Third Quarter          .270        .120             .250        .110
Fourth Quarter         .200        .120             .250        .160


The following table sets forth the high and low bid price per share for the
Company's Common Stock for each month for the past six months.


                                 High       Low
2003

November                        $.200    $ .180
December                         .160      .160

2004

January                         $.200     $ .160
February                         .200       .120
March                            .120       .120
April                            .120       .120



The quotations reflect inter-dealer prices without mark-up, mark-down or
commission and may not represent actual transactions.
<PAGE>

At May 10, 2004, the bid price of the Common Stock was $.12.

As of May 10, 2004, there were approximately 250 beneficial holders of the
Common Stock of the Company, nearly all of which are believed to be in the
United States.

ITEM 10. Additional Information

Memorandum and Articles of Association.

The Company has two classes of stock, preferred and common.

Preferred stock has a par value of $1 per share, 5 million shares have been
authorized 3,644,880 shares are issued and outstanding. The preferred shares are
entitled to one-half vote per share and in the event of liquidation of the
Company, the holders of the preferred shares will be entitled to $1 per share
before any payment to holders of common stock. The preferred shares are subject
to redemption, at the option of the Company, in whole or in part, at any time
after March 21, 1997, at an amount not to exceed 50% of the net income in excess
of $15,000,000 for the proceeding year, together with the accrued dividends, if
any. The preferred shares are entitled to a 4% non-cumulative dividend, payable
on all non-redeemed shares in cash, stock or property as the Board of Directors
shall, in its discretion, declare from time to time. There have been no
dividends paid or authorized to preferred shareholders.

Common stock has no par value, 10 million shares have been authorized 2,554,700
shares are issued and outstanding. Each share of common stock is entitled to one
vote. Common stock is entitled to dividends payable in cash stock or property as
the Board of Directors shall, in its discretion, declare from time to time.
There have been no dividends paid or authorized to common shareholders.

Exchange Controls

The Company is not subject to any governmental  laws,  decrees or regulations in
the BVI which  restrict the export or import of capital,  including  any foreign
exchange  controls,  or which affect the  remittance of  dividends,  interest or
other payments to non-resident holders of the Company's Common Stock.

Additionally, neither the laws of the BVI nor the Company's Charter impose any
limitations on the right of non-resident foreign owners to hold or vote the
Common Stock of the Company.

Taxation

The BVI imposes no  withholding  taxes and  holders of Common  Stock who are not
resident  in the BVI will not be  subject to BVI tax on any  dividends  received
from the Company or on gains  realized from a sale or other  disposition  of the
Common Stock. The United States does not have a tax treaty with the BVI.

Documents on Display

Documents concerning our Company which are referred to in this report may be
inspected, upon reasonable notice, at our principal executive office at Oakmont
Centre, 1010 Executive Court, Suite 300, Westmont, Illinois 60559.

ITEM 11.          Quantitative and Qualitative Disclosures About Market Risk

The economy and its impact on discretionary disposable consumer spending could
be significant to future operating earnings.

The Company's sales are highly concentrated with several customers. A
significant change in the relationship with one or more of these customers could
have a material on the operations of the Company. In March of 2004, a company,
which represented 20% of the 2003, reported sales indefinitely suspended
purchases with the Company. Purchase orders in place in March were honored by
both companies and orders were fulfilled through April of 2004. The Company
feels that they can overcome this loss through expanded efforts with remaining
customers and the broadening of its customer base.
<PAGE>

The Company does have some exposure to the change in market price of precious
metals pearls and stones, particularly gold. Rapid or steady increase in the
price of gold could negatively impact the operating results in future periods.
Although the company can pass these costs along to its customers, these gold
level adjustments occur on a quarterly lag basis. The consistent rise in gold
prices experienced in 2003 had a negative impact to the Company's operating
results of between $200,000 and $250,000.

The Company does not hold or issue financial instruments for trading or
speculative purposes. The Company's financial instruments include accounts
receivable, accounts payable, and notes payable. The exposure to the Company for
interest rate fluctuations is limited to the existing line of credit and is not
expected to be significant to its overall results of operation. The economy and
its impact on discretionary disposable consumer spending could be significant to
future operating earnings.

ITEM 12.          Description of Securities Other than Equity Securities

Not applicable.


         PART II


ITEM 13. Defaults, Dividend Arrearages and Delinquencies.

None reportable.



ITEM 14. Material Modifications to the Rights of Security Holders and Use of
Proceeds.

None reportable.

ITEM 15. Controls and Procedures

A) Evaluation of disclosure controls and procedures. Our chief executive officer
and our chief financial officer, after evaluating the effectiveness of the
Company's "disclosure controls and procedures" (as defined in the Securities
Exchange Act of 1934 Rules 13a-14(c) and 15-d-14(c))as of a date (the
"evaluation Date") within 90 days before filing date of this report, have
concluded that as of the Evaluation Date, our disclosure controls and procedures
were adequate and designed to ensure that material information relating to us
and our consolidated subsidiaries would be made known to them by others within
those entities.

B) Changes in internal controls. There were no significant changes in our
internal controls or to our knowledge, in other factors that could significantly
affect our disclosure controls and procedures subsequent to the Evaluation Date.

ITEM 16A.         Audit Committee Financial Expert

The  Company's  Board of  Directors  has  determined  that it has at  least  one
financial  expert serving on its Audit  Committee.  This individual is Joseph A.
Benjamin who has served as a Director of the Company since  December,  1997. Mr.
Benjamin is a CPA and is the Managing Partner of Benjamin & Birkenstein, P.C., a
business and tax consulting firm in Chicago, Illinois.

ITEM 16B.         Code of Ethics

The Company has adopted a code of ethics for the Chief Executive Officer, Chief
Financial Officer and Principal Accounting Officer.
<PAGE>

ITEM 16C.         Principal Accountant Fees and Services

Audit Fee

The aggregate fees paid relating to the audit of the Company's annual financial
statements for the years ended December 31, 2003 and 2002 were $63,475 and
$61,166, respectively.

All Other Fees

The aggregate fees paid for other accounting services, primarily audit related,
for the years ended December 31, 2003 and 2002 were $6,281 and $3,600,
respectively.


         PART II


ITEM 17. Financial Statements

Not applicable

ITEM 18. Financial Statements

Reference is made to the index to Consolidated Financial Statements of the
Company, and notes thereto, appearing under Item 19 below, together with the
report of Blackman Kallick Bartelstein, LLP thereon.


ITEM 19. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements Page

Report of Independent Auditors                                           22
Consolidated Balance Sheets as of  December 31, 2003 and 2002            23
Consolidated Statements of Operations for Each of the Years
    in the Three-Year Period Ended December 31, 2003                     24
Consolidated Statements of Shareholders' Equity for Each of the
    Years in the Three-Year Period Ended December 31, 2003               25
Consolidated Statements of Cash Flows for Each of the Years in
     the Three-Year Period Ended December 31, 2003                       26
Notes to Consolidated Financial Statements                            27-36

Financial Statement Schedules (1)

I - Condensed Financial Information of Registrant                        37
II - Valuation and Qualifying Accounts                                   38

(1)      All other schedules are omitted since the required information is not
         present or is not present in amounts sufficient to require submission
         of the schedule.
<PAGE>



                          Independent Auditor's Report

The Board of Directors
IWI Holding Limited
Westmont, Illinois


We have audited the accompanying consolidated balance sheets of IWI Holding
Limited as of December 31, 2003 and 2002, and the related consolidated
statements of operations, stockholders' equity and cash flows for each of the
three years in the period ended December 31, 2003. Our audits also included the
financial statement schedules listed in the index at item 19(a). These
consolidated financial statements and schedules are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements and schedules based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of IWI Holding Limited
as of December 31, 2003 and 2002, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2003, in
conformity with accounting principles generally accepted in the United States of
America. In addition, the information set forth in schedules listed in the index
at item 19(a) is fairly stated, in all material respects, in relation to the
consolidated financial statements from which it has been derived.



Chicago, Illinois
January 27, 2004, except for Note 13 as to which the date is March 2, 2004


<PAGE>

                               IWI Holding Limited

                           Consolidated Balance Sheets
                        (In Thousands, Except Share Data)

                           December 31, 2003 and 2002


                                     Assets

Current Assets                                  2003            2002
                                               -------         ------
Cash                                           $    -          $   16
Accounts receivable, less
allowance for doubtful accounts
of $532 in 2003 and $568 in 2002                5,557           3,851
Inventories                                     9,235           9,605
Deferred income taxes                             156             156
Prepaid expenses                                  181             302
                                               ------         -------
        Total current assets                   15,129          13,930


Property and Equipment                          2,964           2,932
Less accumulated depreciation                  (2,766)         (2,607)
                                              -------        --------
        Property and equipment, net               198             325
                                              -------        --------
                                             $ 15,327        $ 14,255
                                              =======        ========


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


<PAGE>
                              IWI Holding Limited

                           Consolidated Balance Sheets
                        (In Thousands, Except Share Data)

                           December 31, 2003 and 2002


                                     Assets

Current Assets                                  2003            2002
                                               -------         ------
Cash                                           $    -          $   16
Accounts receivable, less
allowance for doubtful accounts
of $568 in 2002 and $546 in 2001                5,557           3,851
Inventories                                     9,209           9,605
Deferred income taxes                             156             156
Prepaid expenses                                  181             302
                                               ------         -------
        Total current assets                   15,103          13,930


Property and Equipment                          2,964           2,932
Less accumulated depreciation                  (2,766)         (2,607)
                                              -------        --------
        Property and equipment, net               198             325
                                              -------        --------
                                             $ 15,301        $ 14,255
                                              =======        ========


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

Liabilities and Stockholders' Equity

Current liabilities                                    2003               2002
                                                     --------           --------
Checks issued in excess of funds on deposit         $   24             $      -
Line of credit                                       5,250                3,104
Notes payable                                          447                  315
Accounts payable
        Trade                                        4,403                4,574
        Affiliated companies                         2,568                1,758
Accrued liabilities                                  1,204                1,169

        Total current liabilities                   13,896               10,920

Stockholders' equity (deficit)
Preferred stock - $1 par value;
authorized - 5,000,000 shares;
issued and outstanding - 3,644,880
shares                                              3,645                3,645
Common stock - no par value; authorized
-10,000,000 shares; issued and outstanding
-2,554,700 shares                                       -                    -
Additional paid-in capital                         12,446               12,446
Accumulated deficit                               (14,660)             (12,756)
                                                  --------            ---------
        Total stockholders' equity                  1,431)               3,335
                                                  --------            ---------
                                                 $ 15,327             $ 14,255
                                                  ========            =========



<PAGE>
Liabilities and Stockholders' Equity

Current liabilities                                     2003            2002
                                                       ------          -------
Checks issued in excess of funds on deposit           $   24           $    -
Line of credit                                         5,250            3,104
Notes payable                                            447              315
Accounts payable
        Trade                                          4,377            4,574
        Affiliated companies                           2,568            1,758
Accrued advertising                                      154              236
Accrued liabilities                                    1,050              933
                                                     --------         --------
        Total current liabilities                     13,870           10,920
                                                     --------         --------
Stockholders' equity (deficit)
Preferred stock - $1 par value;
authorized - 5,000,000 shares;
issued and outstanding - 3,644,880
shares                                                 3,645            3,645
Common stock - no par value; authorized
-10,000,000 shares; issued and outstanding
-2,554,700 shares                                         -                 -
Additional paid-in capital                           12,446            12,446
Accumulated deficit                                 (14,660)          (12,756)
                                                    --------          --------
        Total stockholders' equity                    1,431             3,335
                                                    --------          --------
                                                   $ 15,301          $ 14,255
                                                    ========          ========

<PAGE>




                                                                       Exhibit B

                               IWI Holding Limited

                      Consolidated Statements of Operations
                        (In Thousands, Except Share Data)

                  Years Ended December 31, 2003, 2002 and 2001

                                2003            2002            2001
                               ------          ------          ------
Net sales                      $ 22,219       $ 25,802        $ 23,280

Cost of sales                    18,772         20,322          17,751
                                --------       --------        --------
Gross profit                      3,447          5,480           5,529

Selling, general and
administrative expenses,
excluding the gain on trade
settlement                        5,052          4,990           5,011
                                --------       --------        --------
(Loss) income from operations
before the gain on trade
settlement                       (1,605)           490             518

Gain on trade settlement              -              -           1,141

Interest expense                   (299)          (248)           (306)
                                --------       --------        --------
(Loss) income before income
taxes                            (1,904)           242           1,353

Income tax benefit                    -             36             120
                                --------       --------        --------
Net (Loss)income               $ (1,904)         $ 278         $ 1,473
                                ========       ========        ========
Net (Loss) income per common
share                           $ (0.75)         $0.11           $0.58
                                ========       ========        ========
Weighted-average number
of common shares outstanding  2,554,700      2,554,700       2,554,700
                              ==========     ==========      ==========


<PAGE>


                               IWI Holding Limited

                 Consolidated Statements of Stockholders' Equity
                        (In Thousands, Except Share Data)

                  Years Ended December 31, 2003, 2002 and 2001
<TABLE>


                                  Preferred Stock               Common Stock    Additional
                        Number of                       Number of               Paid in         Accumulated
                        Shares           Amount         Shares          Amount  Capital         Deficit         Total
                        -----------     --------        ----------      ------- ----------      -----------    --------
<S>                     <C>             <C>             <C>             <C>     <C>             <C>            <C>


Balance, January 1,
2001                    3,644,880       $ 3,645         2,554,700       $   -   $ 12,446        $ (14,507)      $1,584

Net income                      -             -                 -           -          -            1,473        1,473

Balance, December 31,
2001                    3,644,880         3,645         2,554,700           -     12,446          (13,034)       3,057

Net income                      -             -                 -           -          -              278          278

Balance, December 31,
2002                    3,644,880         3,645         2,554,700           -     12,446          (12,756)       3,335

Net loss                        -             -                 -           -          -           (1,904)      (1,904)

Balance, December 31,
2003                    3,644,880      $  3,645         2,554,700      $    -   $ 12,446      $   (14,660)     $  1,431

                                    Preferred Stock               Common Stock
                          Number of                       Number of
                          Shares           Amount         Shares          Amount
                          -----------     --------        ----------      -------

Balance, January 1,
2001                      3,644,880       $ 3,645         2,554,700        $    -

Net income                        -             -                 -             -

Balance, December 31,
2000                      3,644,880         3,645         2,554,700             -

Net income                        -             -                 -             -

Balance, December 31,
2000                      3,644,880         3,645         2,554,700             -

Net income                        -             -                 -             -

Balance, December 31,
2001                      3,644,880       $ 3,645         2,554,700       $     -

Net income                        -             -                 -             -

Balance, December 31,
2002                      3,644,880       $ 3,645         2,554,700       $     -

</TABLE>


<PAGE>



                                                                   Exhibit D

                               IWI Holding Limited

                      Consolidated Statements of Cash Flows
                                 (In Thousands)

================================================================================
                  Years Ended December 31, 2003, 2002 and 2001
================================================================================

                                         2003            2002            2001
                                        -------         -------         -------
Cash flows from operating activities
Net income                             $ (1,904)        $ 278           $  112
Adjustments to reconcile net income
to net cash provided by (used in)
operating activties
Depreciation and amortization               159           191              191
Provision for doubtful accounts             (32)          120              120
(Increase) decrease in accounts
receivable                               (1,674)         (890)            (890)
Inventories                                 396          (123)            (123)
Deferred income taxes                         -          (120)            (120)
Prepaid expenses                            121           (64)             (64)
Increase (decrease) in
   Accounts payable - trade                (197)          (98)             (98)
   Accounts payable to affiliated
   companies                                810        (1,678)          (1,678)
   Accrued liabilities                       35           213              213

        Net cash provided by (Used in)
        Operating activities            (2,286)        (2,171)         (2,337)

Net cash used in investing activities-
purchases of property and equipment        (32)           (10)            (10)

Cash flows from financing activities
checks issued in excess of funds
on deposit                                  24
Borrowings from (payments on) notes
payable to employees                       132           (150)           (150)
(Payments on) borrowings from
lines of credit, net                     2,146          1,195           1,195

        Net cash (Used in) Provided
        by financing activities          2,302          1,045           1,045

Net (decrease) increase in cash            (16)        (1,136)         (1,302)

Cash, beginning of year                     16            141             141

Cash, end of year                       $   -          $ (995)       $ (1,161)


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

<PAGE>

IWI Holding Limited

                      Consolidated Statements of Cash Flows
                                 (In Thousands)

================================================================================
                  Years Ended December 31, 2003, 2002 and 2001
================================================================================

                                         2003            2002            2001
                                        -------         -------         -------
Cash flows from operating activities
Net income                             $ (1,904)        $ 278           $ 1,473
Adjustments to reconcile net income
to net cash provided by (used in)
operating activties
Depreciation and amortization               159           205              191
Provision for doubtful accounts             (32)           53              120
(Increase) decrease in accounts
receivable                               (1,674)         (536)            (890)
Inventories                                 370        (3,417)            (123)
Deferred income taxes                         -           (36)            (120)
Prepaid expenses                            121          (113)             (64)
Increase (decrease) in
   Accounts payable - trade                (171)        2,377              (98)
   Accounts payable to affiliated
   companies                                810           977           (1,678)
   Accrued liabilities                       35          (344)             213

        Net cash provided by (Used in)
        Operating activities            (2,286)           516             (976)

Net cash used in investing activities-
purchases of property and equipment        (32)          (42)             (10)

Cash flows from financing activities
checks issued in excess of funds
on deposit                                  24             -                -
Borrowings from (payments on) notes
payable to employees                       132           304             (150)
(Payments on) borrowings from
lines of credit, net                     2,146          (962)           1,195

        Net cash (Used in) Provided
        by financing activities          2,302          (658)           1,045

Net (decrease) increase in cash            (16)         (184)              59

Cash, beginning of year                     16           200              141

Cash, end of year                       $   -          $ 16             $ 200


<PAGE>




                               IWI Holding Limited

                   Notes to Consolidated Financial Statements

================================================================================
                  Years Ended December 31, 2003, 2002 and 2001
================================================================================

                                     - 33 -


Note 1 - Description of Business and Acquisitions

IWI Holding Limited  ("Holding") was  incorporated in the British Virgin Islands
on February 22, 1993.  Holding and its wholly owned  subsidiary  (together,  the
"Company")  import,  manufacture,  and distribute  wholesale  fine jewelry.  The
Company  also imports  pearls for  assembly and resale  through its wholly owned
subsidiary, Imperial World, Inc. ("Imperial")


Note 2 - Status of Operations

The Company's goal is to continue to diversify its customer base thereby
reducing its reliance on two to three major customers. This diversifications
effort is expected to increase sales in 2004 from our non-major customers.
Response to new styles and products recently presented to our customers has been
well received. While a concerted effort to diversify our customer base
continues, we are attempting to expand opportunities with our major customers.

The decline in 2003 revenues reflects a combination of lower net sales at one of
our major customers of approximately $3.6 million compared to 2002 levels
representing lower gross sales and increased returns as specific programs were
eliminated and replaced. In addition, a general tightening of inventory levels
maintained at our customers as a result of the uncertain economic conditions
affected the overall sales in 2003. Net revenue for the year was approximately
$3.6 million or 14% lower than 2002 levels.

Gross margins for the Company were under significant pressures during 2003 as
buying conditions and competition within the uncertain economic conditions
tended to reduce the overall gross margin at the point of sale. In addition to
the above over buying on the part of the Company at the end of 2002 left the
Company with excess inventories that did not move as anticipated within the
first six months of 2003 which combined with higher than anticipated customer
returns resulted in higher than desired inventory levels. As a result of this,
in order to minimize the effect on cash flows, the Company accelerated its close
out sale program in an effort to reduce inventory levels. Sales generated from
these close out programs were $2.9 million at a net cost to the Company of
approximately $125,000. In addition to the uncertain economic conditions and
competition, the steady climb in the price of gold had an unfavorable impact on
the margins the Company is reporting. Where the Company and its major customers
are sensitive to the impact and volatility of the price of gold establishes the
price of gold per ounce at a pre-established date within a quarter which is the
cost of gold used in developing the product cost. This gold price is adjusted
quarterly. Due to the steady rise in gold prices in 2003 the Company was behind
the curve in recovering the increase in the cost of the gold component
throughout 2003. The impact on profitability is estimated to range between
$200,000 and $250,000 in 2003.

Moving forward into 2004 the Company is confident that necessary action has and
is being taken to return to profitability on an ongoing basis. Renewed emphasis
on maintaining appropriate inventory levels are in place. All purchases are
reviewed for pricing and quantity outside of the purchasing function. These are
compared to forecasted sales to insure deliveries and quantities are appropriate
and timely. Speculative purchases, i.e., opportunity buys are restricted and
require the approval of the President.
<PAGE>


Note 2 - Status of Operations (Continued)

Expansion of established programs such as the close-out consignment program are
in place to move excess inventory minimizing the need for liquidating.

The Company has put in place the following in part to improve its profitability.
The Company has enacted a force reduction program, which has reduced
approximately 10% of the workforce. The top six paid employees have agreed to a
10% reduction in salary, which may be repaid upon certain profitability being
achieved. Overtime is to be curtailed and only incurred with the prior approval
of the President. Certain production functions where feasible are being sourced
overseas. Health and Dental insurance provided to the employees has been
resourced to a different carrier and combined with increased employee
contributions, reducing the cost per employee to the Company below 2003 levels.
A renewed emphasis is placed on the profitability of each product sold and
increased standard profit levels implemented.


Note 3 - Summary of Significant Accounting Policies

Consolidation

All significant intercompany transactions have been eliminated.

Receivables

Receivables are carried at the original invoice amount less estimates made for
doubtful receivables. Management determines the allowances for doubtful accounts
by reviewing and identifying troubled accounts on a periodic basis and by using
historical experience applied to an aging of accounts. A receivable is
considered to be past due if any portion of the receivable balance is
outstanding for more than thirty days beyond terms. Receivables are written off
when deemed uncollectible. Recoveries of receivables previously written off are
recorded into earnings when received.

Inventories

Inventories, primarily consisting of finished goods, are stated at the lower of
first-in, first-out (FIFO) cost or market.

As of December 31, 2003 and 2002, the inventory valuation reserve was $828,000
and $1,073,000 respectively. The Company recorded an expense of $388,000,
$508,000 and $556,000 during 2003, 2002 and 2001, respectively, to adjust the
inventory value to lower of cost or market and to provide for future
liquidations.

Revenue Recognition

Revenue is recognized in the consolidated financial statements when materials
are relieved from inventory and shipped. Net sales are arrived at by deducting
returns and discounts from gross sales.
<PAGE>


Note 3 - Summary of Significant Accounting Policies (Continued)

Depreciation

Property and equipment are stated at historical cost and depreciated primarily
on a straight-line basis over their estimated useful lives. Useful lives range
from three to ten years for machinery, equipment and leasehold improvements.

Income Taxes

Deferred tax assets and liabilities are determined based on the difference
between the financial reporting and tax basis of assets and liabilities, using
the enacted tax rates in effect for the year in which the differences are
expected to reverse. Deferred taxes are also recognized for operating losses
that are available to offset future taxable income.

Fair Value of Financial Instruments

The Company's financial instruments include accounts receivable, accounts
payable and notes payable. The fair values of all financial instruments were not
materially different than their carrying values.

Accounting Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires Company management
to make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could differ from
those estimates.

Stock-Based Compensation

In prior years, the Company had granted stock options for a fixed number of
shares to employees with an exercise price equal to the fair value of the shares
at the date of grant. The Company accounted for stock option grants in
accordance with APB Opinion No. 25, "Accounting for Stock Issued to Employees"
and, accordingly, recognized no compensation expense for the stock option
grants. As of December 31, 2003 and 2002, there were no stock options
outstanding.

Advertising Costs

The Company expenses all advertising costs as incurred. Advertising costs were
approximately $449,000, $544,000 and $670,000 for 2003, 2002 and 2001,
respectively.

Foreign Currency

The functional currency of the Company is the U.S. dollar. Transactions arising
in foreign currencies have been translated at rates in effect as of the dates of
the transactions. The gains or losses during the years presented are not
significant.

<PAGE>

Note 3 - Summary of Significant Accounting Policies (Continued)

Income Per Common Share

The Company has adopted the  provisions  of FASB No. 128,  "Earnings Per Share."
Income  per  common   share  is  computed   by   dividing   net  income  by  the
weighted-average number of common shares outstanding during the period.

Segment Information

The Company has adopted Statement of Financial Accounting Standards No. 131,
"Disclosures about Segments of an Enterprise and Related Information." The
internal reporting that is used by management for making operating decisions and
assessing performance is used as the source of determining the Company's
reportable segments. This statement requires disclosure of certain information
by reportable segment, geographic area and major customer.

The Company imports, manufactures, distributes and wholesales fine jewelry.
Substantially all the Company's sales are within the United States. The Company
operates this product line as one operating segment, which is deemed to be one
reportable segment for purposes of this disclosure.

Comprehensive Income

Comprehensive income is a measure of all equity that results from recognized
transactions and other economic events other than owner transactions, such as
stock purchases and issuances and dividends. There were no significant
differences between the Company's net income and comprehensive income.

New Accounting Pronouncements

In June 2001, the FASB issued SFAS No. 141, "Business Combinations" and SFAS No.
142, "Goodwill and Other Intangible Assets," effective for years beginning after
December 15, 2001. Under the new rule, goodwill will no longer be amortized, but
will be subject to annual impairment tests in accordance with the SFAS No. 141.
Other intangible assets will continue to be amortized over their useful lives.
The pooling of interest method is no longer permitted for business combinations
after June 30, 2001. Early adoption has been permitted for companies with fiscal
years beginning after March 15, 2001 provided that their first quarter financial
statements have not been issued. The adoption of SFAS No. 141 and 142 did not
have an impact on its consolidated financial position or results of operation,
as the Company does not currently hold any goodwill or other intangibles.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," effective for years beginning after December 15,
2001. The new rules for long-lived assets to be disposed by sale excludes the
allocation of goodwill to be tested for impairment of such assets, establishes a
primary asset approach to be used for the estimation of future cash flows and
allows for probability-weighted future cash flow estimation for impairment
testing. The adoption of SFAS No. 144 did not have an impact on the Company's
consolidated financial position or results of operation.
<PAGE>

Note 3 - Summary of Significant Accounting Policies

New Accounting Pronouncements (Continued)

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure." This Statement, which is effective
for years beginning after December 15, 2002 amends Statement No. 123,
"Accounting for Stock-Based Compensation," and provides alternative methods of
transition for a voluntary change to the fair value-based method of accounting
for stock-based employee compensation. In addition, Statement No. 148 amends the
disclosure requirements of Statement No. 123 regardless of the accounting method
used to account for stock-based compensation. The adoption of SFAS No. 148 will
not have an impact on the Company's consolidated position or results of
operations since the Company does not have any stock options outstanding as of
December 31, 2003.

In June 2003, the FASB issued SFAS No. 149, "Amendment of Statement No. 133 on
Derivative Instruments and Hedging Activities". This statement is effective for
contracts entered into or modified after June 30, 2003, and for hedging
relationships designated after June 30, 2003. This statement amends and
clarifies the accounting and reporting for derivative instruments, including
embedded derivatives and for hedging activities under FASB Statement No. 133,
"Accounting for Derivative Instruments and Hedging Activities".

The adoption of SFAS No. 149 did not have an impact on its consolidated
financial position or results of operations, as the Company does not currently
hold any derivative financial instruments.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity". Statement No.
150 provides guidance on how an entity classifies and measures certain financial
instruments with characteristics of both liabilities and equity. Many of these
instruments, were previously classified as equity. This Statement is effective
for financial instruments entered into or modified after May 31, 2003, and
otherwise is effective at the beginning of the first interim period beginning
after June 15, 2003. The Statement requires cumulative effect transition for
financial instruments existing at adoption date. The adoption of SFAS No. 150
did not have an impact on its consolidated financial position or results of
operations, as the Company does not currently hold any financial instruments
with characteristics of both liabilities and equity.

In December 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities". Its purpose is to improve financial reporting for
variable interest entities, off-balance sheet structures that often have highly
complex arrangements. The implementation date is the end of the first reporting
period subsequent to March 15, 2004. The adoption of FIN No. 46 is not expected
to have an impact on the Company's consolidated financial position or results of
operations.

Note 4 - Credit Arrangements

On May 29, 2003, the Company entered into a credit agreement with a new
financial institution whereby the Company can borrow up to $5.0 million, plus
the seasonal over-line amount of $1.5 million, payable on demand. The total
credit facility is governed by a formula, as defined in the agreement, based
principally on accounts receivable and inventory levels. This agreement
provides, among other things, that the credit facilities are collateralized by
substantially all the assets of the Company with an approximate net book value
of $15.3 million.

Under this borrowing facility, interest is calculated at .75% over prime with
respect to the revolving loan and 1.0% over prime for the loan during the
seasonal over-line. An officer of the Company personally guarantees up to
$1,000,000 of the borrowings. The agreement contains certain reporting and
financial covenants, which the Company is required to maintain. The credit
agreement matures in two years, or may be accelerated or called by the lender
upon certain events as specified in the loan agreement.
<PAGE>

As of December 31, 2003, borrowings under this credit agreement were
approximately $5,250,000. As of December 31, 2002, borrowings under the former
credit agreement were $3,104,000.

Note 5 - Preferred Stock

The 3,644,880 issued preferred shares are redeemable at the Company's option
after March 21, 1997, at an amount not to exceed 50% of net income in excess of
$15 million for the preceding year. If not redeemed, the preferred shares will
begin to accrue a 4% non-cumulative dividend as of that date. The preferred
shares have voting rights equivalent to one-half vote per share. In the event of
a liquidation of the Company, the holders of preferred shares will be entitled
to $1 per share before any payment is made to common stockholders.


Note 6 - Stock Option Plans

During 1995, the Company adopted a nonqualified stock option plan under which
600,000 shares of common stock have been reserved for options, which may be
granted to key employees and third-party consultants at an option price to be
determined by the Compensation Committee of the Board of Directors. No options
have been granted under this plan. This plan will expire 10 years from the date
of its adoption.


Note 7 - Related Party Transactions

Since 1998, some of the Company's products are purchased from a manufacturer in
Hong Kong, which is managed by a relative of an officer of the Company. The same
relative was an officer in the former vendor company prior to the vendor
company's filing for bankruptcy in Hong Kong in 1998. See Note 12. For 2003,
2002 and 2001, the Company's purchases from this manufacturer were approximately
$7,394,000, $6,793,000 and $7,337,000, respectively.

Note 7 - Related Party Transactions


The Company uses outside entities to pursue most of its sales, because it has
proven to be both effective and economical. The stakeholders of the primary
outside sales entity are an officer of the Company and a family member of such
officer. All negotiations of pricing, compensation, contracts or any other
matters involving this entity are conducted by persons other than the related
party officer, and will be reviewed by the audit committee. Commission expense
of the Company for the years 2003, 2002 and 2001 was $545,000, $697,000 and
$720,000, respectively. Selling expenses such as salaries, travel and
entertainment are borne directly by the sales entity.
<PAGE>


Note 8 - Income Taxes

The following table summarizes income taxes (benefits):

                                        Year Ended December 31
                                2003            2002            2001
                               ------          -------         -------
                                            (In Thousands)

Current
        U.S. federal          $   -            $   -           $   -
        U.S. federal              -                -               -
                              -------          -------          -------
Deferred
        U.S. federal              -              (29)            (98)
        U.S. federal              -               (7)            (22)
                              -------          -------          -------
                                  -              (36)           (120)
Income tax benefit            $   -            $ (36)          $(120)
                              =======          =======          =======


The differences  between the U.S.  federal  statutory tax rate and the Company's
effective tax rate are as follows:

                                               Year Ended December 31
                                        2003            2002            2001
                                       ------          -------         -------
U.S. federal statuatory tax
rate                                   34%              34%            34%
Change in valuation allowance         (35)             (55)           (44)
Other                                   1                6              1
                                     ------            -----         ------
Consolidated Effective Tax
Rate                                    -%             (15)%           (9)%
                                     ======            =====         ======
<PAGE>


Note 8 - Income Taxes (Continued)

The components of deferred income taxes as of December 31, are as follows:

                                                2003                2002
                                               -------            --------
                                                     (In Thousands)
        Deferred Tax Assets
        Net operating and capital loss
        carryforward                          $ 2,991            $ 2,837
        Accounts receivable                       208                222
        Inventories                               418                517
        Property and equipment                    118                157
        Accrued expenses                           18                 35
                                              -------             -------
                                                3,753              3,768
        Less: valuation allowance              (3,597)            (3,612)
                                              --------            -------
        Net deferred tax asset                  $ 156              $ 156
                                              ========            =======

In accordance with the provisions of Internal Revenue Code Section 382,
utilization of the Company's net operating loss carryforward is estimated to be
limited to approximately $111,000 per year because of a change in corporate
ownership. However, because some of the net operating losses were incurred
during part of fiscal year 1998 and all of 1999 when the Section 382 limitation
did not apply, the Company has approximately $6,000,000 of net operating loss
carryforward available for immediate use as of December 31, 2003. Because of the
Section 382 limitation, the portion of the Company's total net operating loss
carryforward that may be utilized through expiration is estimated to be
approximately $7,700,000. This net operating loss carryforward will expire
through 2023, beginning in 2019. The Company also had a capital loss
carryforward of approximately $2,300,000, which expired in 2003.

<PAGE>

Note 9 - Supplemental Cash Flow Information

                                        Year Ended December 31
                                2003            2002            2001
                               ------          ------          ------
                                           (In Thousands)

Cash paid for interest         $  297          $ 246           $ 332
                                ======         ======           ======


                                       Year Ended December 31
                                2003            2002            2001
                               ------          ------          ------
Cash paid for interest        $  297          $ 332          $ 286
                                ======         ======           ======


<PAGE>

Note 10 - Employee Benefit Plans

The Company sponsors a defined-contribution profit-sharing plan covering
substantially all full-time employees who have completed one year of service.
Company contributions to the plan are discretionary, determined by the Board of
Directors and fully vested to employees upon completion of six years of service.
The Company also has a voluntary 401(k) savings plan. Participants may
contribute up to 15% of their compensation to this plan. The company matching to
this plan is discretionary and decided annually by the Board of Directors.
Participant and employer-matched contributions to the plans are 100% vested.
Company's contributions to these plans were approximately $61,000, $57,000 and
$51,000 in 2003, 2002 and 2001, respectively.


Note 11 - Significant Customers

The Company derived 36%, 20% and 12% of its net sales from three customers
during 2003. The Company derived 26%, 26% and 21% of its net sales from three
customers during 2002 and 38%, 21% and 18% from three customers in 2001. The
receivable balances for significant customers were $3,852,000 and $2,414,000 as
of December 31, 2003 and 2002, respectively.


Note 12 - Commitments and Contingencies

Litigation

The Company is a codefendant in a class action lawsuit brought by a stockholder
in 1996 who alleges the Company misrepresented its financial position in interim
financial statements. The original suit seeks damages of $11 million. The
Company has repeatedly disputed the stockholder's allegations and believes that
they would ultimately prevail in litigation. The parties reached an agreement in
principal to settle the claim for a significantly lesser amount, which was
accrued for in 1999. The settlement agreement is subject to court approval and
the Company may decline to proceed with the agreement if a significant number of
class members "opt out" of the settlement. As of December 31, 2003, there has
been no response from counsel for the class action lawsuit or from the lead
plaintiff.

Gain on Trade Settlement

One of the Company's former vendors in Hong Kong filed for bankruptcy in 1998. A
relative of an officer of the Company managed this vendor. See Note 7. As of
December 31, 2000, the Company had a liability recorded to this vendor relating
to inventory purchases of approximately $1,211,000. In addition, the Company had
royalties receivable from the vendor, which had been fully reserved by the
Company as of December 31, 1998, due to the bankruptcy filing. The Company wrote
off this receivable in 1999. During 2000, the Company offered and the former
vendor conditionally accepted to settle the matter for $70,000. In 2001, the
bankruptcy court of Hong Kong approved the settlement and the Company recognized
$1,141,000 of income, recorded as a trade settlement in the accompanying
consolidated statements of operations.


<PAGE>


Note 12 - Commitments and Contingencies (Continued)

Operating Lease

Imperial is obligated under a lease on its operating facility, located in
Westmont, Illinois, for minimum rentals as well as real estate taxes and other
operating expenses through January 2007.

The future minimum lease payments required under this lease as of December 31,
2003, approximates the following (in thousands):

                2004     $174
                2005      179
                2006      184
                2007       16
                        -------
                        $ 553

Rent expense included in the accompanying consolidated statements of operations
amounted to $187,000, $190,000 and $187,000 for 2003, 2002 and 2001,
respectively.

Employment Agreements

The Company has an employment agreement with an officer expiring on July 31,
2006. The agreement includes provisions for severance payments for the longer of
one year or any period for which the employee is required not to compete.

The future minimum annual compensation payments as required under the agreement
as of December 31, 2003, approximate the following (in thousands):

                        2004            $  288
                        2005               310
                        2006               188
                                        -------
                                        $  786
Note 13 - Subsequent Event

The significant customer, representing approximately 20% of the reported net
sales during 2003, suspended indefinitely all future purchases from the Company
on or about March 2, 2004. Existing purchase orders in place prior to suspension
of business relations will be honored by both companies and are expected to be
completed by April 30, 2004.


<PAGE>


                               IWI Holding Limited

                  Condensed Financial Information of Registrant

                                 Balance Sheets

                           December 31, 2003 and 2002

                                     Assets
                                                   2003            2002
                                                  ------          ------

Cash                                            $ 1,000         $ 1,000
Due from affiliate                              500,000         500,000
Investments in wholly owned
subsidiaries                                    930,000       2,834,000
                                             -----------     -----------
        Total assets                        $ 1,431,000     $ 3,335,000
                                             ===========     ===========

                              Stockholders' Equity

Preferred stock - $ par value; authorized-
5,000,000 shares; issued and outstanding-
3,644,880 shares                            $ 3,644,880     $ 3,644,880

Common stock-no par value; authorized-
10,000,000 shares; issued and outstanding-
2,554,700 shares                                      -               -

Additional paid-in capital                   12,446,120      12,446,120

Accumulated deficit                         (14,660,000)    (12,756,000)
                                           -------------   -------------
                                           $  1,431,000     $ 3,335,000
                                           =============   =============





<PAGE>



                               IWI Holding Limited

                  Condensed Financial Information of Registrant

               Statements of (Loss) Income and Accumulated Deficit

                     Years Ended December 31, 2003 and 2002




                                                2003                  2002
                                              ---------             ---------

Equity in net (loss) income of
subsidiaries                                $ (1,904,000)         $  278,000

Accumulated deficit, beginning
of year                                      (12,756,000)        (13,034,000)

Accumulated deficit, end of year            $(14,660,000)       $(12,756,000)

                                                2003                2002
                                               ------              -------

Equity in net income of subsidiaries        $ (1,904,000)          $ 278,000

Accumulated deficit, beginning of year       (12,756,000)        (13,034,000)

Accumulated deficit, end of year            $(14,660,000)       $(12,756,000)


<PAGE>





                               IWI Holding Limited

                  Condensed Financial Information of Registrant

                     Note to Condensed Financial Statements

                     Years Ended December 31, 2003 and 2002


Note 1 - Basis of Presentation

The Company's share of net (loss) income of its unconsolidated subsidiaries, all
of which are wholly owned, is included in net (loss) income using the equity
method. Parent-company-only financial statements should be read in conjunction
with the Company's consolidated financial statements.



<PAGE>

                               IWI Holding Limited

                        Valuation and Qualifying Accounts

                  Years Ended December 31, 2003, 2002 and 2001
<TABLE>


                                    Additions       Additions
                    Balance         Charged to      Charged to                   Balance
                    Beginning       Costs and       Other                        At End
Description         of Period       Expenses        Accounts      Deductions     of Period
-----------         ---------      -----------     -----------   ----------     ----------
<S>                 <C>            <C>             <C>           <C>            <C>

Year End
December 31, 2001

Allowance for
Doubtful accounts     $ 550,000      120,000            -          124,000 (1)   $546,000

Inventory
Valuation Allowance $ 1,200,000      556,000            -          689,000 (2) $1,067,000

Deferred income
tax valuation
allowance           $ 4,118,000            -            -          373,000 (3) $3,745,000

Year Ended
December 31, 2002

Allowance for
doubtful accounts     $546,000        53,000            -           31,000 (1)  $ 568,000

Inventory
valuation
allowance          $ 1,067,000       508,000            -          502,000 (2) $1,073,000

Deferred income
tax valuation
allowance          $ 3,745,000             -            -          133,000 (3) $3,612,000
</TABLE>



<PAGE>




                               IWI Holding Limited

                        Valuation and Qualifying Accounts

                  Years Ended December 31, 2003, 2002 and 2001


<TABLE>


                                    Additions       Additions
                    Balance         Charged to      Charged to                   Balance
                    Beginning       Costs and       Other                        At End
Description         of Period       Expenses        Accounts      Deductions     of Period
-----------         ---------      -----------     -----------   ----------     ----------
<S>                 <C>             <C>            <C>           <C>            <C>

Year Ended
December 31, 2003

Allowance for
doubtful accounts   $ 568,000        (32,000)              -        4,000 (1)   $ 532,000

Inventory valuation
allowance         $ 1,073,000        388,000               -      633,000 (2)   $ 828,000

Deferred income
Tax valuation
Allowance         $ 3,612,000              -               -       15,000 (3)  $3,597,000

</TABLE>

(1) Write-off of uncollectible accounts
(2) Inventory losses realized
(3) Decreases in deferred tax assets
<PAGE>

IWI Holding Limited

                        Valuation and Qualifying Accounts

                  Years Ended December 31, 2003, 2002 and 2001


<TABLE>


                                    Additions       Additions
                    Balance         Charged to      Charged to                   Balance
                    Beginning       Costs and       Other                        At End
Description         of Period       Expenses        Accounts      Deductions     of Period
-----------         ---------      -----------     -----------   ----------     ----------
<S>                 <C>             <C>            <C>           <C>            <C>

Year Ended
December 31, 2003

Allowance for
doubtful accounts   $ 568,000        (15,000)              -       21,000 (1)   $ 532,000

Inventory valuation
allowance         $ 1,073,000        388,000               -      633,000 (2)   $ 828,000

Deferred income
Tax valuation
Allowance         $ 3,612,000              -               -       15,000 (3)  $3,597,000

</TABLE>

(1) Write-off of uncollectible accounts
(2) Inventory losses realized
(3) Decreases in deferred tax assets


<PAGE>


(b)      Exhibits

Exhibit
Number                                     Description

2.1*     Bill of Sale dated February 4, 1995 re: acquisition of assets of
         Ullenberg Corporation (1)
2.2*     Stock Purchase Agreement relating to DACO Manufacturing Ltd. (3)
3.1*     Amended and Restated Memorandum of Association and Articles of
         Association
          of IWI Holding Limited (2)
4.1*     Specimen Form of Common Stock certificate (2)
10.1*    Lease Agreement between Imperial World, Inc. and American National Bank
         and Trust
         Company of Chicago dated October 15, 1993 for the site in Westmont,
         Illinois (2)
10.2*    Stock Option Plan (2)
10.3*    Amended and Restated Credit Agreement dated June, 1996 between Rhode
         Island
         Hospital Trust National Bank and Imperial World, Inc. (2)
10.4*    Indemnity Agreement (2)
10.5*    Profit Sharing Plan (2)
10.6*    Territorial Agreement (2)
10.8*    IWI Holding Limited 1995 Non-Qualified Stock Option Plan (4)
10.11*   Financing Agreement with Business Alliance Capital Corp.
10.12*   Settlement Agreement with Richard W. Sigman
10.13*   Settlement Agreement with Bruce W. Anderson
10.14*   Amended Lease Agreement
10.15*   DACO Sales Agreement
10.16*   Employment Contract with Joseph K. Lau
10.17    Code of Ethics

(1)      Incorporated by reference to the Company's Report on Form 6-K for the
         month of February, 1995.
(2)      Incorporated by reference to the Company's Registration Statement on
         Form F-1 (File No. 33-78904) declared effective December 13, 1994.
(3)      Incorporated by reference to the Company's Report on Form 6-K for the
         month of August, 1995.
(4)      Incorporated by reference to the Company's Form 20-F for the year-ended
         December 31, 1995.



                                   SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant certifies that it meets all of the requirements for filing
on Form 20-F and has duly caused this annual report to be signed on its behalf
by the undersigned, thereunto duly authorized.


                                       IWI HOLDING LIMITED


                                       By:
                                       /s/Joseph K. Lau
                                       Chairman,  President and Director




<PAGE>

                                 CODE OF ETHICS
                      FOR CEO AND SENIOR FINANCIAL OFFICERS
                            IWI HOLDING LIMITED LTD.


IWI  Holding  Limited  Ltd.  (IWI)  has a Code of Ethics  applicable  to all its
employees.  In addition to the Code of Ethics the CEO, and all senior  financial
officers are subject to the following terms and policies.

1.   The CEO and all senior  financial  officers are responsible for full, fair,
     accurate,  timely and  understandable  disclosure  in the periodic  reports
     required to be filed by IWI with the  Securities  and Exchange  Commission.
     Accordingly,  it is the responsibility of the CEO and each senior financial
     officer to promptly  bring to the  attention of the  appropriate  officers,
     agents and  employees  involved  in the  preparation  and  approval of each
     report filed with the SEC (the "Disclosure Team") any material  information
     which may affect the disclosures  made by IWI in its public filings.  It is
     also the burden of the CEO and each senior financial  officer to assist the
     Disclosure Team in fulfilling its  responsibilities  in connection with the
     preparation  and filing of reports  that  comply  fully with SEC  reporting
     requirements.

2.   The CEO and each  senior  financial  officer  shall  promptly  bring to the
     attention  of the  Audit  Committee  (or the  Disclosure  Team and Board of
     Directors, if there is no acting Audit Committee) any information he or she
     may have concerning (a) significant deficiencies in the design or operation
     of internal  controls which could adversely affect IWI's ability to record,
     process,  summarize and/or report  financial data or (b) fraud,  whether or
     not  material,  that  involves  management  or  other  employees  who  have
     significant  role in IWI's  financial  reporting,  disclosures  or internal
     control.

3.   The CEO and each  senior  financial  officer  shall  promptly  bring to the
     attention of the CEO and to the Audit Committee (or the Disclosure Team and
     Board of Directors,  if there is no acting Audit Committee) any information
     he or she may  have  concerning  any  violation  of IWI's  Code of  Ethics,
     including any actual or apparent conflicts of interest between personal and
     professional relationships, involving any management or other employees who
     have a  significant  role in  IWI's  financial  reporting,  disclosures  or
     internal controls.

4.   The CEO and each  senior  financial  officer  shall  promptly  bring to the
     attention of the CEO and to the Audit Committee (or the Disclosure Team and
     Board of Directors,  if there is no acting Audit Committee) any information
     he or she may have  concerning  evidence  of a  material  violation  of the
     securities or other laws,  rules or  regulations  applicable to IWI and the
     operation of its business,  by IWI or any agent thereof, or of violation of
     the Code of Ethics or of these additional policies and procedures.

5.   The Board of Directors shall determine, or designate appropriate persons to
     determine, appropriate action to be taken in the event of violations of the
     Code of Ethics or of these  additional terms and policies by the CEO and/or
     any of the senior  financial  officers.  Such actions  shall be  reasonably
     designed to deter wrongdoing and to promote accountability for adherence to
     the Code of Ethics and to these  additional  terms and policies,  and shall
     include  written  notices  to the  individual  involved  that the Board has
     determined that there has been a violation,  censure by the Board, demotion
     or re-assignment of the individual involved, suspension with or without pay
     or  benefits  (as   determined  by  the  Board)  and   termination  of  the
     individual's  employment.  In  determining  what action is appropriate in a
     particular  case,  the Board of Directors or such designee  shall take into
     account all relevant information, including that nature and severity of the
     violation,  whether  the  violation  was a single  occurrence  or  repeated
     occurrences  whether  the  violation  appears  to  have  been  intentional,
     inadvertent,  whether the  individual in question had been advised prior to
     the  violation  as to the proper  course of action  and  whether or not the
     individual in question had committed or violations in the past.



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May 28, 2004


Certifications

I, Joseph K Lau, certify that:

1. I have reviewed this annual report on Form 20-F of IWI Holding, Limited;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this annual report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared; evaluated the
effectiveness of the registrant's disclosure controls and procedures as a date
within 90 days prior to the filing date of this annual report (the "Evaluation
Date"); and presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and any fraud, whether or
not material, that involves management or other employees who have a significant
role in the registrant's internal control; and

6. The registrant's other certifying officer and I have indicated in this annual
report whether or not there were significant changes in internal controls or
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date:  May 28, 2004
                                              By: /s/ Joseph K. Lau
                                              Chairman,  President and Director
<PAGE>


I, Joseph K. Lau, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual
Report of IWI Holding Limited on Form 20-F for the year ended December 31, 2003
fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and that information contained in such Form 20-F fairly
presents in all material respects the financial condition and results of
operations of IWI Holding Limited.

Date:  May 28, 2004                            By: /s/ Joseph K. Lau
                                               Chairman, President and Director
<PAGE>




I, Kenneth S. Rich, certify that:

1. I have reviewed this annual report on Form 20-F of IWI Holding, Limited;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this annual report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared; evaluated the
effectiveness of the registrant's disclosure controls and procedures as a date
within 90 days prior to the filing date of this annual report (the "Evaluation
Date"); and presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and any fraud, whether or
not material, that involves management or other employees who have a significant
role in the registrant's internal control; and

6. The registrant's other certifying officer and I have indicated in this annual
report whether or not there were significant changes in internal controls or
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.



Date:  May 28, 2004
                                                   By: /s/ Kenneth S. Rich
                                                   Controller
<PAGE>


I, Kenneth S. Rich, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual
Report of IWI Holding Limited on Form 20-F for the year ended December 31, 2003
fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and that information contained in such Form 20-F fairly
presents in all material respects the financial condition and results of
operations of IWI Holding Limited.

Date:  May 28, 2004                                By: /s/ Kenneth S. Rich
                                                   Controller