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, 1999

[ ]  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:

                           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 June 2, 2000,  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

                                                                           Page
                                                                          ------
PART I

         ITEM 1.  DESCRIPTION OF BUSINESS.................................  3
         ITEM 2.  DESCRIPTION OF PROPERTY.................................  5
         ITEM 3.  LEGAL PROCEEDINGS ......................................  5
         ITEM 4.  CONTROL OF REGISTRANT...................................  5
         ITEM 5.  NATURE OF TRADING MARKET................................  5
         ITEM 6.  EXCHANGE CONTROLS AND OTHER
                  LIMITATIONS AFFECTING SECURITY
                  HOLDERS.................................................  6
         ITEM 7.  TAXATION................................................  6
         ITEM 8.  SELECTED CONSOLIDATED FINANCIAL DATA....................  6
         ITEM 9.  MANAGEMENT'S DISCUSSION AND ANALYSIS
                  OF FINANCIAL CONDITION AND RESULTS OF
                  OPERATIONS        ......................................  7
         ITEM 10.DIRECTORS AND OFFICERS OF REGISTRANT..................... 10
         ITEM 11.COMPENSATION OF DIRECTORS AND OFFICERS................... 11
         ITEM 12.OPTIONS TO PURCHASE SECURITIES FROM
                  REGISTRANT OR SUBSIDIARIES.............................. 12
         ITEM 13.INTEREST OF MANAGEMENT IN CERTAIN
                  TRANSACTIONS      ...................................... 12

PART II

         ITEM 14.DESCRIPTION OF SECURITIES TO BE REGISTERED............... 12


PART III

         ITEM 15.DEFAULTS UPON SENIOR SECURITIES.......................... 12
         ITEM 16.CHANGES IN SECURITIES AND CHANGES IN
                  SECURITY FOR REGISTERED SECURITIES...................... 12

PART IV

         ITEM 17.FINANCIAL STATEMENTS..................................... 12
         ITEM 18.FINANCIAL STATEMENTS..................................... 12
         ITEM 19.FINANCIAL STATEMENTS AND EXHIBITS........................ 13

                  SIGNATURES ............................................. 14

<PAGE>
                                     PART I


ITEM 1.  DESCRIPTION OF BUSINESS

     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 a major customer or
interruption in supplies.

General

     The Company,  through its  wholly-owned  subsidiary,  Imperial World,  Inc.
("Imperial"),  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,  mass media
marketers and independent Jewelers.

     In  connection  with  management's  plan to increase  liquidity the Company
completed its divestiture of its Canadian  subsidiary DACO Manufacturing Ltd. on
August 31, 1998.

Products and Pricing

     The Company's principal products are rings, pendants, earrings,  bracelets,
necklaces,  pins and brooches made of diamonds,  other precious or semi-precious
stones,  pearls,  silver and gold in addition to the more moderately priced gold
and silver  jewelry.  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.

Purchasing

     The Company imports most of its jewelry from the People's Republic of China
("PRC"), Hong Kong and India. Approximately 35-40% of the Company's products are
sourced in the U.S.  Cultured  pearls are imported from the PRC,  Japan and Hong
Kong and  freshwater  pearls are imported from the PRC. 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.

     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, Hong Kong and India, 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.
<PAGE>

Marketing

     The  primary  marketing  efforts are product  design and  customer  support
services.  The  products are sold for the most part  through  independent  sales
representatives  on a commission  basis and by in house sales  personnel.  While
such independent  representatives may also sell other products, they do not sell
products  which  compete  with those of the  Company.  The Company  supports the
independent  representatives  with internal account  executives who have selling
and account management responsibilities.

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 including The Home Shopping Network, Inc. J.C. Penney Company,
Inc.  accounted for  approximately  44% of net sales in 1999. The Company has no
long-term contracts with any customers,  however,  the core of each of its large
volume  purchasers  have been  customers for at least five years.  The following
table sets forth the  approximate  percentage  of net sales for the major market
segments for the periods indicated.

                                                       Year Ended December 31,
                                                      --------------------------
                                                       1997     1998     1999
                                                      ------   ------   ------
Jewelry retail stores...............................  12.0  %   9.9  %    5.8  %
Specialty markets...................................   7.1      4.6      11.2
Mass merchandisers..................................   6.2     21.3       4.0
Department stores...................................  64.6     55.1      57.5
National Jewelry Chains.............................  10.6      7.9      20.7
Catalog showrooms................................... (0.5)      1.2       0.8
      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, perceived value and quality in relation to price.

     Jewelry  retail sales alone  account for an estimated $23 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 workforce as well as
strong  economic  conditions  have  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  quality  merchandise,  fulfillment  capability,  up to date  information
system, responsive 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.

Employees

     As of May 22,  2000,  the Company had 46  employees,  including 3 executive
officers, 4 persons in sales and merchandising,  30 persons in operations, and 9
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.


                                       4
<PAGE>

ITEM 2. DESCRIPTION OF PROPERTY

     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.  Under the 10 year lease which commenced in November, 1993,
and modified in November  1998,  future minimum annual lease payments range from
approximately  $125,000 to $133,000. At the expiration of the lease, the Company
has the  option to renew for an  additional  five  years.  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.


ITEM 3. LEGAL PROCEEDINGS

     In  September  1996,  Robert J. Rosan 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 Company has denied all  allegations  and through  counsel is vigorously
defending  all  claims.  A third  party  action  was filed,  discovery  has been
conducted by the parties to the suit and the matter is currently waiting further
action in the state courts of New York.  The Company  believes that it has valid
defenses against this claim and that such are without merit.

     During   November  1999,  the  company  and  the  Plaintiff   entered  into
negotiations  to settle the claim  against the Company.  Because of the cost and
uncertainty  of  litigation,  the parties  reached an  agreement in principle to
settle the claim.  The  Plaintiff and the Company have not yet executed a formal
settlement  agreement.  Moreover,  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.

ITEM 4. CONTROL OF REGISTRANT

     The following table is furnished as of June 2, 2000, 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                          31,500            Common         1.23  %       0.72  %
All executive officers and directors
      As a  group (2 persons)            46,500            Common         1.82  %       1.06  %

</TABLE>

ITEM 5. NATURE OF TRADING MARKET

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.

                                       5
<PAGE>

                                     1999                          1998
                           -------------------------        --------------------
                            High               Low           High          Low
First Quarter              $.1100           $ .0300         $.2500       $.0625
Second Quarter              .0700             .0500          .3125        .1094
Third Quarter               .0600             .0300          .1250        .1250
Fourth Quarter              .1200             .0400          .1250        .0100

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

     At May 17, 2000, the bid price at the Common Stock was $.281.

     As of June 2, 2000, there were  approximately  1,470 beneficial  holders of
the Common Stock of the  Company,  nearly all of which are believed to be in the
United States.

ITEM 6. EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY-HOLDERS

     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.

ITEM 7. 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.

     On  September  5, 1997,  the  Commissioner  of  Internal  Revenue  issued a
deficiency notice for calendar year 1993 against the Company for $9,659,799 plus
interest and penalties.  On December 10, 1997, the Company filed a petition with
the United States Tax Court challenging this assessment.  On March 12,1999,  the
United  States Tax Court  entered  its  decision  that there were no  additional
income taxes due, nor were any interest or penalty payable.  Accordingly, all of
the issues relative to 1993 have now been resolved.

ITEM. 8 SELECTED CONSOLIDATED FINANCIAL DATA

(In thousands, except share data)
<TABLE>

                                                           Year Ended December 31,
                                            ------------------------------------------------------
                                             1995       1996         1997       1998         1999
                                            ------     ------       ------     ------       ------
<S>                                         <C>        <C>          <C>        <C>          <C>

Statement of Income Data:

Net Sales................................ $41,710     $30,840     $25,523     $16,337     $16,800
Cost of sales............................  34,024      25,809      24,018      12,650      11,549
                                          --------    --------    --------    ---------   --------
Gross profit.............................   7,686       5,031       1,505       3,687       5,251
Operating expenses.......................   8,798      10,221      10,821       6,033       4,969
                                          --------    --------    --------    ---------   --------
Income (loss) from operations............  (1,112)     (5,190)     (9,316)     (2,346)        282
Other income (expense) - net.............    (901)     (1,053)       (832)       (430)       (225)
                                          --------    --------    --------    ---------   --------
Income (loss) before income taxes........  (2,013)     (6,243)    (10,148)     (2,776)         57
Income data:
   Income taxes (benefit)................    (629)       (307)        (14)        (67)          -
                                          --------    --------    --------    ---------   --------
   Net income (loss)..................... $(1,384)   $ (5,936)   $(10,134)  $  (2,709)        $57
                                          ========    ========    ========    =========   ========

   Net income (loss) per common share ... $  (.53)   $  (2.25)   $  (3.96)  $   (1.06)      $ .02
                                          ========    ========    ========    =========   ========
Cash distributions per common share   ..  $     -    $      -    $      -   $       -       $   -
                                          ========    ========    ========    =========   ========
Weighted average number of common
    shares outstanding .................2,625,873   2,625,873   2,558,217   2,554,700   2,554,700
                                        ==========  ==========  ==========  =========== ==========

</TABLE>

<TABLE>

                                                             Year Ended December 31,
                                           ------------------------------------------------------
                                             1995       1996         1997       1998        1999
                                            ------     ------       ------     ------      -------
<S>                                        <C>         <C>          <C>        <C>         <C>

Balance Sheet Data:

Working capital..........................$ 16,064    $ 12,038     $ 2,926       $ 470      $ 584
Total assets.............................  44,137      29,768      11,155       6,569      8,713
Long-term debt...........................     556         204           0           0          0
Shareholders' equity.....................  20,288      14,287       4,124       1,415      1,472
</TABLE>

ITEM 9. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

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>

                                     1997                       1998                        1999
                           ------------------------    ------------------------   -----------------------
                            Amount%  Sales%  Change    Amount% Sales%  Change     Amount%  Sales% Change
                            -------  ------  ------    ------- ------  --------   -------  ------ -------
<S>                         <C>      <C>     <C>       <C>     <C>     <C>        <C>      <C>    <C>

Net sales................   $25,523  100.0    -17.2   $16,337   100.0   -36.0    $16,800    100.0   2.8
Gross Profit.............     1,505    5.9    -70.1     3,687    22.6   144.0      5,251     31.3  42.4
Operating
   expenses..............    10,821   42.4      5.9     6,033    37.0   -44.2      4,969     29.6 -17.6
Income (loss) from
    operations...........    (9,316) (36.5)   -79.5    (2,346)  (31.1)   74.8        282      1.7   n/a
Income (loss) before
    income taxes.........   (10,148) (39.8)   -62.6    (2,776)  (34.3)   72.6         57      0.3   n/a
Income taxes
    (benefit)............       (14)  (1.0)   -95.4       (67)    0.3    78.6          -        -   n/a
Net income (loss)........   (10,134) (39.7)   -70.7    (2,709)  (34.6)   73.3         57      0.3   n/a
Net income (loss)
    per common
    share................  $  (3.96)                   $(1.06)                      $.02
Weighted
    average number
    of shares
    outstanding..........     2,558                     2,555                      2,555
</TABLE>


                                       6
<PAGE>


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

                                     1995    1996      1997      1998    1999
                                     ----    ----      ----      ----    ----

Jewelry retail stores.............    6.1 %   8.2 %    12.0 %    9.8 %    5.8 %
Specialty markets.................   10.0    13.6       7.1      4.6     11.2
Mass merchandisers................   36.4    25.7       6.2     21.3      4.0
Department stores.................   28.1    35.9      64.6     55.1     57.5
National Jewelry Chains...........   10.0     7.0      10.6      7.9     20.7
Catalog showrooms.................    9.4     9.6     (0.5)      1.2      0.8
Total.............................  100.0 % 100.0 %   100.0 %  100.0 %  100.0 %

Year Ended December 31, 1999 Compared to Year Ended December 31, 1998

     Net Sales. Net sales increased by $.5 million,  or 2.8% to $16.8 million in
1999,  from $16.3  million in 1998.  Included in the 1998 sales levels were $4.8
million from the  Company's  Canadian  Subsidiary,  which was sold on August 31,
1998.  Net sales from  continuing  operations for 1999 increased $5.3 million or
46.1% to $16.8  million  compared  to $11.5  million a year ago.  This  increase
reflects both  increased  sales to our base customers as well as a broadening of
our overall customer base.

     Gross Profit.  Gross profit increased $2.4 million to $5.3 million in 1999.
The  domestic or ongoing  operations  gross  profit  increased $ 3.5 million and
reflects both improved margins and increased volume.

     Income  from  Operations.  The income  from  operations  increased  by $2.6
million  from a loss of $2.3  million in 1998 to income of $.3  million in 1999.
The improvement in operating income from continuing  operations was $2.5 million
reflecting   improved   gross  profit  levels  as  well  as  lower  general  and
administrative  costs reflecting cost reductions  implemented during 1998. Sales
costs increased due to volume.

     Net Income.  The net income for 1999 of $57,000  compared to a loss of $2.7
million in 1998 reflects an  improvement  of $2.8 million.  This increase in net
income for 1999 was primarily  attributable  to the increase in volume  combined
with the  increase in gross profit  margins and  decrease in operating  costs as
described above. In addition,  interest expense decreased $.2 million,  of which
$15,000 is from continuing operations.

Year Ended December 31, 1998 Compared to Year Ended December 31,1997

     Net Sales. Net sales decreased by $9.2 million,  or 36% to $16.3 million in
1998,  this  decrease  was caused by lower  sales in the  domestic  market  $3.6
million and the Company's sale of its Canadian  subsidiary,  DACO  Manufacturing
Ltd.,  $5.6  million.  The sale of this  subsidiary  was completed on August 31,
1998. The domestic sales decline of $3.6 million was primarily  attributable  to
the retail jewelry stores and department stores target market.

     Gross Profit.  Gross profit increased $2.2 million to $3.7 million in 1998.
The domestic or ongoing  operations  gross profit increased $3.5 million and was
partially  offset  by  the  decreased  gross  profit  level  from  the  Canadian
Subsidiary of $1.3 million, primarily resulting from its divestiture.

     Loss from Operations. The loss from operations decreased by $7.0 million to
a loss of $2.3  million  in 1998.  This  improvement  in  operating  losses  was
reflected both domestically and in the Canadian operation, $5.2 million and $1.8
million respectively. The domestic operating loss includes a gain on the sale of
DACO  Manufacturing  LTD of  $110,000.  Total  operating  costs  decreased  $4.8
million, of which $1.6 million from ongoing or domestic  operations,  reflecting
additional  efficiencies  and cost  reductions  implemented  in  1998,  and $3.2
million from Canadian operations.

     Net loss.  The net loss for 1998 of $2.7 million  compared to $10.1 million
in 1997 reflects an improvement  of $7.4 million.  This decrease in the 1998 net
loss was  primarily  attributable  to the  increase in gross  profit  levels and
decrease in operating costs as described  above. In addition,  interest  expense
decreased  $.4  million,  of  which  $.3  million  is  from  ongoing  operations
reflecting  reduced  financing  requirements.  Analysis of  Financial  Position,
Liquidity and Capital Resources

                                       7
<PAGE>

     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,  short-term
borrowings  under bank lines of credit,  loans from  affiliates  and in 1994 and
1995,  the proceeds from an IPO. The Company's  working  capital at December 31,
1999 was $.6 million as compared to $.5 million at December 31, 1998.

     On May 19, 1999 the Company executed a financing  agreement effective as of
May 24, 1999 with Business  Alliance Capital Corp., an asset base lender.  Under
the terms of this  agreement,  the Company is  authorized to borrow a maximum of
$2,500,000 against certain assets, including eligible inventory and receivables.
The Company  used a portion of these  proceeds to pay off it's former  lender so
that Business Alliance Capital Corp. is now the Company's sole lender.

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

                                             1997         1998          1999
                                            ------       ------        ------
(Dollars in thousands)

Operating activities..................$      4,137    $      928    $   (797)
Investing activities..................        (605)          494        (240)
Financing activities..................      (3,700)       (1,378)      1,037
Increase (decrease) in cash...........        (168)           44           -

     Operating  Activities.  The net use of cash in 1999 was  principally due to
the  increase in accounts  receivable  of $1.2 million and  inventories  of $1.1
million.  These increases reflect the increased sales levels particularly in the
fourth  quarter and the  stocking of inventory  levels to support the  increased
sales volume.

     Investing  Activities.  Cash uses in 1999 primarily  reflect the upgrade of
computer and related systems and building  renovations relating to the Company's
lease reconfiguration.

     Financing  Activities.  During  1999,  the  Company  increased  the amounts
outstanding under its line of credit by $1.1 million to $2.3 million at December
31, 1999. Notes payable to employees decreased by $65,000.

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.  Net sales in the third  quarter
1998 include the results from DACO through  August 31, 1998.  The fourth quarter
1998 does not reflect any results from DACO.  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,
                      --------------------------------------------------------
                      1997               1998                  1999
                     Amount    %        Amount         %      Amount         %
                    --------------     -----------------     -------------------
First Quarter       $ 6,051   23.7     $ 4,687      28.7     $ 2,819       16.8
Second Quarter        5,329   20.9       5,242      32.1       2,886       17.2
Third Quarter         5,955   23.3       3,234      19.8       3,413       20.3
Fourth Quarter        8,188   32.1       3,174      19.4       7,682       45.7
                     ------  ------     -------    ------    --------     ------
Total               $25,523  100.0     $16,337     100.0     $16,800      100.0
                     ======  ======     =======    ======    ========     ======
                                       8
<PAGE>

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.  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 10. DIRECTORS AND OFFICERS OF REGISTRANT

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           52   Chairman of the Board of Directors: President of
                             IWI Holding Limited, Principal Financial Officer
Richard J. Mick         59   Vice President - Sales and Director
Norman S.W. Chui        28   Director
Connie S. Yui           49   Inventory Manager and Director
Joseph A. Benjamin      57   Director
Samuel H. Lou           46   Director

     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 active as a member of the Board.

     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 with his own accounting 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.

                                       9
<PAGE>

Employment Contracts

     The Company has employment  contracts with one officer of Imperial.  Joseph
K. Lau is employed by Imperial  pursuant to a contract  expiring July, 2001. The
contract  provides  for at a base  salary of $225,000  per year,  and bonuses as
determined by the Compensation Committee of the Board of Directors.

ITEM 11. COMPENSATION OF DIRECTORS AND OFFICERS

     The aggregate  cash  compensation  paid by the Company to all directors and
officers as a group during 1999 was approximately $515,000.

     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
NASDAQ  Small Cap,  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,  options to purchase  20,000  shares of Common  Stock had been
granted and are outstanding under the Option Plan.

     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, 1999.

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% 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  1999 and 1998 of $42,000  and
$31,000, respectively.

                                       10
<PAGE>

ITEM 12. OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR SUBSIDIARIES

     Pursuant  to  the  Company's   Option  Plan,  the  Company   presently  has
outstanding  incentive  stock options to purchase 20,000 shares of the Company's
Common Stock, of which no options to purchase shares are held by officers of the
Company, are exercisable at $8.50 per share and expire in January of 2000.

ITEM 13. INTEREST OF MANAGEMENT IN CERTAIN 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.

     Rhine  Jewellery  Limited  (Rhine),  located in Hong Kong and the Company's
principal  supplier  through 1997, is a subsidiary of Rhine Holding  Limited,  a
former major  stockholder of the Company.  For the years ended December 31,1999,
1998,   and  1997,   the  Company's   purchases  of  products  from  Rhine  were
approximately  $0,  $900,000 and $ 4,200,000  respectively.  During 1998,  Rhine
Holding  Limited  filed for  bankruptcy  in Hong Kong and  purchases  from Rhine
ceased.

     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, 1999 and 1998, the Company's purchases
from this manufacturer were approximately $5,000,000 and $700,000 respectively.

                                     PART II

ITEM 14. DESCRIPTION OF SECURITIES TO BE REGISTERED

     Not applicable.

                                    PART III

ITEM 15. DEFAULTS UPON SENIOR SECURITIES

     None reportable.

ITEM 16. CHANGES IN SECURITIES AND CHANGES IN SECURITY FOR REGISTERED SECURITIES

     None reportable.

                                     PART IV

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.

                                       11
<PAGE>


ITEM 19. FINANCIAL STATEMENTS AND EXHIBITS

     (a)  Financial Statements                                            Page
          ---------------------                                          -------

        Report of Independent Auditors.................................    F-1
        Consolidated Balance Sheets as of  December 31, 1999 and 1998..    F-2
        Consolidated Statements of Operations of Each of the Years
            in the Three-Year Period Ended December 31, 1999...........    F-3
        Consolidated Statements of Shareholders' Equity for Each of the
            Years in the Three-Year Period Ended December 31, 1999.....    F-4
        Consolidated Statements of Cash Flows for Each of the Years in
            the Three-Year Period Ended December 31, 1999..............    F-5
        Notes to Consolidated Financial Statements.....................    F-7

                     Financial Statement Schedules (1).................

            I - Condensed Financial Information of Registrant..........   F-25
            II - Valuation and Qualifying Accounts.....................   F-28

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

(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.

     (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)
10.10*    Employment Contract with Joseph K. Lau
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
27.1 *    Financial Data Schedule
--------------------

(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.


                                       12
<PAGE>

                                   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
                                         --------------------------
                                         Joseph K. Lau
                                         Chairman


                                      By: /s/ Richard J. Mick
                                         --------------------------
                                         Richard J. Mick
                                         Vice President - Sales and Director


                                      By: /s/ Norman S.W. Chui
                                         --------------------------
                                         Norman S. W. Chui
                                         Director



                                      By: Connie S. Yui
                                         --------------------------
                                          Connie S. Yui
                                          Inventory Manager and Director


                                      By: /s/ Joseph A. Benjamin
                                         --------------------------
                                         Joseph A. Benjamin
                                         Director


                                      By: /s/ Samuel H. Lou
                                         --------------------------
                                         Samuel H. Lou
                                         Director


Dated:  June  16, 2000


                                       13
<PAGE>


                                 C O N T E N T S


                                                         Reference       Page
                                                        -----------     ------
Independent Auditor's Report                                                1

Consolidated Balance Sheets                              Exhibit A        2-3

Consolidated Statements of Operations                    Exhibit B          4

Consolidated Statements of Stockholders' Equity          Exhibit C        5-6

Consolidated Statements of Cash Flows                    Exhibit D        7-8

Notes to Consolidated Financial Statements                               9-21


Condensed Financial Information of Registrant            Schedule I

     Balance Sheets                                                        22

     Statements of Income (Loss) and Accumulated Deficit                   23

Note to Condensed Financial Statements                                     24

Valuation and Qualifying Accounts                        Schedule II    25-26


<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,  1999  and  1998,  and  the  related  consolidated
statements of operations, stockholders' equity and cash flows for the years then
ended. Our audits also included the financial  statement schedules listed in the
index  at  item  19(a).  These  financial   statements  and  schedules  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these  financial  statements and schedules  based on our audits.  The
financial  statements  and schedules of the Company for the year ended  December
31, 1997, were audited by other auditors whose report,  dated February 20, 1998,
except  for Note 4 and  paragraph  1 of Note 6 as to which the date was June 26,
1998,  expressed an  unqualified  opinion,  assuming the Company  continued as a
going concern.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  consolidated  financial  position  of IWI HOLDING
LIMITED as of December 31, 1999 and 1998,  and the  consolidated  results of its
operations  and its cash  flows for the years then  ended,  in  conformity  with
generally accepted accounting principles. 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.



s/Blackman Kallick Bartelstein, LLP
Chicago, Illinois
January 31, 2000

<PAGE>

                       CONSOLIDATED BALANCE SHEETS FOLLOW


                               IWI HOLDING LIMITED

                           Consolidated Balance Sheets
                        (In Thousands, Except Share Data)

                           December 31, 1999 and 1998

================================================================================
                                 ASSETS (Note 4)
                                --------
                                                           1999           1998
                                                          ------         ------
Current Assets
     Cash                                               $     82       $    82
     Accounts receivable, less allowance for doubtful
       accounts of $625 in 1999 and $280 in 1998           2,839         1,749
     Inventories                                           4,800         3,686
     Prepaid expenses                                        104           107
                                                         --------      --------
                   Total Current Assets                    7,825         5,624
                                                         --------      --------
Property and Equipment                                     2,862         2,623
     Less accumulated depreciation                        (1,974)       (1,678)
                                                         --------      --------
                   Property and Equipment, Net               888           945
                                                         --------      --------
                                                        $  8,713       $ 6,569
                                                         ========      ========

   The accompanying notes are a part of the consolidated financial statements


                                      F-2
<PAGE>

                                                                    EXHIBIT A
                                                                   ------------

================================================================================

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                     --------------------------------------

                                                              1999       1998
                                                             ------     -------
Current
     Lines of                                              $   2,319   $ 1,217
     Notes payable                                                60       125
     Accounts payable - Trade                                  1,858     1,655
     Accounts payable to affiliated companies                  1,786     1,423
     Accrued advertising                                         373       181
     Accrued liabilities                                         845       553
                                                             --------  --------
                 Total Current Liabilities                     7,241     5,154
                                                             --------  --------
Stockholders' Equity
     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                                     (14,619)  (14,676)
                                                             --------  --------
                   Total Stockholders' Equity                  1,472     1,415
                                                             --------  --------
                                                           $   8,713   $ 6,569
                                                             ========  ========


   The accompanying notes are a part of the consolidated financial statements

                                      F-3
<PAGE>

                                                                      EXHIBIT B
                                                                     -----------

                               IWI HOLDING LIMITED

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

                  Years Ended December 31, 1999, 1998 and 1997

================================================================================

                                             1999         1998           1997
                                            ------       ------         ------
Net Sales                                 $ 16,800    $  16,337       $ 25,523
Cost of Sales                               11,549       12,650         24,018
                                          ---------    ---------      ---------
Gross Profit                                 5,251        3,687          1,505
Selling, General and Administrative
  Expenses                                   4,969        6,143          8,521
(Gain) Loss on Assets Held for Disposal          -         (110)         2,300
                                          ---------    ---------      ---------
Income (Loss) from Operations                  282       (2,346)        (9,316)
Interest Expense                              (225)        (430)          (832)
                                          ---------    ---------      ---------
Income (Loss) Before Income Taxes               57       (2,776)       (10,148)
Income Tax Benefit                               -          (67)           (14)
                                          ---------    ---------      ---------
Net Income (Loss)                         $     57     $ (2,709)      $(10,134)
                                          =========    =========      =========
Net Income (Loss) Per Common Share        $   0.02     $  (1.06)         (3.96)
                                          =========    =========      =========
Weighted-Average Number of Common
  Shares Outstanding                     2,554,700    2,554,700      2,558,217
                                         ==========   ==========     ==========


   The accompanying notes are a part of the consolidated financial statements

                                      F-4
<PAGE>


                               IWI HOLDING LIMITED

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

                  Years Ended December 31, 1999, 1998 and 1997

================================================================================

                                     Preferred Stock          Common Stock
                                  Number of               Number of
                                   Shares      Amount     Shares         Amount
                                  ---------   -------     ---------      -------
Balance, January 1, 1997         3,664,880    $ 3,645   2,582,900     $      -
Repurchase of Common Stock               -          -     (28,200)           -
Net Loss                                 -          -           -            -
                                 ----------   --------  ----------     --------
Balance, December 31, 1997       3,664,880      3,645   2,554,700            -
Net Loss                                 -          -           -            -
                                 ----------   --------  ----------     --------
Balance, December 31, 1998       3,664,880      3,645   2,554,700            -
Net Income                               -          -           -            -
                                 ----------   --------  ----------     --------
Balance, December 31, 1999       3,664,880    $ 3,645   2,554,700      $     -
                                 ==========   ========  ==========     ========


   The accompanying notes are a part of the consolidated financial statements

                                      F-5
<PAGE>

                                                                     EXHIBIT C
                                                                    -----------




================================================================================

   Additional
    Paid-In         Accumulated
    Capital           Deficit          Total
  ------------      ------------     ---------
 $   12,475       $  (1,833)        $  14,287
        (29)              -                29
          -         (10,134)          (10,134)
   ----------      ----------        ----------
     12,446         (11,967)            4,124
          -          (2,709)           (2,709)
   ----------      ----------        ----------
     12,446         (14,676)            1,415
          -              57                57
   ----------      ----------        ----------
 $   12,446        $(14,619)       $    1,472
   ==========      ==========        ==========


                                       F-6
<PAGE>
                                                                      EXHIBIT D
                                                                     -----------
                                                                       (Page 1)

                               IWI HOLDING LIMITED

                      Consolidated Statements of Cash Flows
                                 (In Thousands)

                  Years Ended December 31, 1999, 1998 and 1997
================================================================================
<TABLE>

                                                               1999       1998           1997
                                                              ------     ------         ------
<S>                                                           <C>        <C>            <C>

Cash Flows from Operating Activities
     Net income (loss)                                       $   57    $  (2,709)   $  (10,134)
     Adjustments to reconcile net income (loss) to
        net cash (used in) provided by operating activities
        Depreciation and amortization                           297          252           955
        Loss on sale of assets                                    -            7             -
        Provision for doubtful accounts                         125          177           865
        Deferred income taxes                                     -            -            46
        (Gain) loss on assets held for disposal                   -         (110)        2,300
        (Increase) decrease in
            Accounts receivable                              (1,215)       1,432         3,335
            Inventories                                      (1,114)       2,340         4,837
            Refundable income taxes                               -            -           432
            Prepaid expenses                                      3           38           (58)
        Increase (decrease) in
            Accounts payable - Trade                            203         (512)          100
            Accounts payable to affiliated company              363          187         1,760
            Accrued liabilities                                 484         (174)         (101)
                                                             -------      --------     ---------
                   Net Cash (Used in) Provided by
                   Operating Activities                        (797)         928         4,137
                                                             -------      --------     ---------
Cash Flows from Investing Activities
     Purchases of property and equipment                       (240)         (11)         (605)
     Proceeds from sale of equipment                              -            5             -
     Proceeds from sale of assets held for disposal               -          500             -
                                                             -------      --------     ---------
                   Net Cash (Used in) Provided by
                     Investing Activities                      (240)         494          (605)
                                                             -------      --------     ---------

</TABLE>

   The accompanying notes are a part of the consolidated financial statements

                                      F-7
<PAGE>
                                                                     EXHIBIT D
                                                                    ------------
                                                                      (Page 2)

                               IWI HOLDING LIMITED

                      Consolidated Statements of Cash Flows
                                 (In Thousands)

                  Years Ended December 31, 1999, 1998 and 1997
================================================================================
<TABLE>

                                                         1999      1998       1997
                                                        ------    ------     ------
<S>                                                     <C>       <C>        <C>

Cash Flows from Financing Activities
     (Payments to) borrowings from notes payable
       employees                                       $    65  $    125    $     -
     Borrowings from (payments on) lines of credit, net  1,102    (1,503)    (2,964)
     Payments on notes payable to stockholders and
       payable to affiliate                                  -         -          -
     Repurchase of common stock                              -         -          -
                                                        --------  --------   --------
                   Net Cash Provided by (Used in)
                     Financing Activities                1,037    (1,378)    (3,700)
                                                        --------  --------   --------
Net Increase (Decrease)  in Cash                             -        44       (168)
Cash, Beginning of Year                                     82        38        206
                                                        --------  --------   --------
Cash, End of Year                                      $    82  $     82    $    38
                                                        ========  ========   ========

</TABLE>

   The accompanying notes are a part of the consolidated financial statements

                                      F-8
<PAGE>

                              IWI HOLDING LIMITED

                   Notes to Consolidated Financial Statements

                  Years Ended December 31, 1999, 1998 and 1997
================================================================================


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  subsidiaries  (together,  the
Company)  import,  manufacture,  and wholesale  fine  jewelry.  The Company also
imports  pearls for  assembly and resale  through its wholly  owned  subsidiary,
Imperial World, Inc.  (Imperial).  Sales to Canada were discontinued during 1998
due to the sale of the Daco subsidiary. See Note 3.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation
-------------
All significant intercompany transactions have been eliminated.

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, 1997,  management determined that the Company's inventory was
in excess of its requirements  measured by its existing and anticipated level of
sales. Accordingly, based on the existing market conditions, inventory valuation
reserves  of  $1,800,000  were  recorded  as  of  December  31,  1997,  for  the
anticipated  losses  from the  completion  of the plans  initiated  to  maintain
liquidity and reduce  inventory to desired  levels.  These  inventory  reduction
plans were substantially completed as anticipated.

Net sales  during 1998  continued  at a level much lower than  anticipated,  and
management initiated another inventory reduction plan. Approximately $673,000 of
additional  reserves were established  during 1998 for the further  reduction of
inventory under this plan. An inventory valuation reserve of $1,778,000 remained
as of  December  31,  1998.  This  inventory  reduction  plan was  substantially
completed as anticipated.

                                      F-9
<PAGE>

                               IWI HOLDING LIMITED

                   Notes to Consolidated Financial Statements

                  Years Ended December 31, 1999, 1998 and 1997
================================================================================


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Inventories (Continued)
-----------
As of December 31, 1999, the inventory  valuation  reserve is $1,440,000 , which
the Company's management believes is adequate for any future  liquidations.  The
Company did not record any expense during 1999 for future liquidations.

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 bases of assets and  liabilities  using
the  enacted  tax rates in  effect  for the year in which  the  differences  are
expected to reverse.

Fair Value of Financial Instruments
-----------------------------------
The  Company's  financial  instruments  include  accounts  receivable,  accounts
payable, accrued liabilities 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 generally  accepted
accounting   principles  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
------------------------
The Company has 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  accounts for stock  option  grants in  accordance  with APB
Opinion No. 25,  "Accounting  for Stock Issued to Employees"  and,  accordingly,
recognizes no compensation expense for the stock option grants.

                                      F-10
<PAGE>

                               IWI HOLDING LIMITED

                   Notes to Consolidated Financial Statements

                  Years Ended December 31, 1999, 1998 and 1997
================================================================================


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Advertising Costs
-----------------
The Company expenses all advertising  costs as incurred.  Advertising costs were
approximately $672,180, $436,000, 658,000 for 1999, 1998 and 1997, 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 at the dates of
the  transactions.  Gains or losses  during the year have been  included  in net
income (loss).

Income (Loss) Per Common Share
------------------------------
Effective in 1997, the Company adopted the provisions of FASB No. 128, "Earnings
Per Share."  Income  (loss) per common  share is computed by dividing net income
(loss) by the  weighted-average  number of common shares  outstanding during the
period.  When  dilutive,  stock  options  and  warrants  are  included  as share
equivalents  using the  treasury  stock  method in the  calculation  of  diluted
earnings per share. Basic and diluted net income (loss) per common share are the
same for the  years  ended  December  31,  1999,  1998 and  1997.  Common  stock
equivalents  of the Company were  antidilutive  for the years ended December 31,
1998 and 1997 and were not material for the year ended December 31, 1999.

Segment Information
-------------------
In the fourth  quarter of 1998,  the  Company  adopted  Statement  of  Financial
Accounting  Standards No. 131,  "Disclosures about Segments of an Enterprise and
Related   Information."  This  statement   supercedes   Statement  of  Financial
Accounting  Standards  No. 14,  "Financial  Reporting for Segments of a Business
Enterprise,"  replacing the "industry  segment"  approach with the  "management"
approach.  The management approach designates the internal  organization that is
used by management for making operating  decisions and assessing  performance as
the  source  of the  Company's  reportable  segments.  This  statement  requires
disclosure of certain  information by reportable  segment,  geographic  area and
major customer.

The Company imports, manufactures 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 one reportable  segment
for purposes of this disclosure.

                                      F-11
<PAGE>

                               IWI HOLDING LIMITED

                   Notes to Consolidated Financial Statements

                  Years Ended December 31, 1999, 1998 and 1997
================================================================================

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Comprehensive Income (Loss)

As of January 1, 1998,  the Company  adopted  Statement of Financial  Accounting
Standards (SFAS) No. 130,  "Reporting  Comprehensive  Income," which establishes
standards for the reporting and display of  comprehensive  income (loss) and its
components  in the financial  statements.  Components  of  comprehensive  income
(loss)  include  amounts  that,   under  SFAS  No.  130,  are  included  in  the
comprehensive  income (loss) but are excluded from net income (loss). There were
no  significant  differences  between the Company's  net loss and  comprehensive
loss.

New Accounting Pronouncements

In June 1998,  the  Financial  Accounting  Standards  Board issued SFAS No. 133,
"Accounting for Derivative  Instrument and Hedging  Activities." SFAS No. 133 is
effective  for the fiscal  years  beginning  after June 15,  2000.  SFAS No. 133
requires  that all  derivative  instruments  be recorded on the balance sheet at
their fair market value.  Changes in the fair value of derivatives  are recorded
each  period  in the  current  earnings  or other  comprehensive  income  (loss)
depending  on whether a  derivative  is designed as part of a hedge  transaction
and, if so, the type of hedge transaction involved.  The Company does not expect
that  adoption of SFAS No. 133 will have a material  impact on its  consolidated
financial  position or results of  operation,  as the Company does not currently
hold any derivative financial instruments.

NOTE 3 - LOSS ON ASSETS HELD FOR DISPOSAL

In  connection  with  management's  plan  to  increase  liquidity,  the  Company
completed  the sale of its Daco  subsidiary  in August 1998.  As of December 31,
1997,  the  carrying  value of the net assets of Daco were reduced to fair value
(approximately $363,000) based on an estimate of the selling value less costs to
sell.  The selling value had been  determined  based on a written offer received
and  accepted  in  principle  by the  Company  on June  26,  1998.  The  Company
recognized a loss of $2,300,000 in 1997 from this sale.

During  1998,  the Company  recognized  a gain of $110,000  based upon the final
selling  value  less  costs to sell.  Daco had net sales of  approximately  $4.8
million  and $10.4  million  in 1998 and 1997,  respectively,  and a net loss of
$299,000 and $26,000 in 1998 and 1997, respectively.

                                      F-12
<PAGE>

                               IWI HOLDING LIMITED

                   Notes to Consolidated Financial Statements

                  Years Ended December 31, 1999, 1998 and 1997
================================================================================

NOTE 4 - CREDIT ARRANGEMENTS

On May 24,  1999,  the  Company  entered  into  an  agreement  with a  financial
institution,  whereby  Imperial can borrow up to $2.5 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 assets of Imperial.  Under this new demand facility,  interest
is calculated at 3% over prime.  The agreement  contains  certain  reporting and
financial  covenants,  which the Company is required to maintain.  The agreement
can be terminated by the Company with 30 days' written notice,  or by the lender
upon  certain  events as  specified  in the loan  agreement.  An  officer of the
Company has  personally  guaranteed up to $1,000,000  of this  borrowing.  As of
December  31,  1999,  borrowing  under this  credit  agreement  was $2,319,000.

During 1998,  the Company had an agreement  with a bank,  whereby they  borrowed
funds through a line of credit, which bore interest at 12.75% as of December 31,
1998.  The  borrowings  under this line of credit as of  December  31,  1998 was
$1,217,124.

NOTE 5 - STOCKHOLDERS' EQUITY

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%  noncumulative  dividend at that date. The preferred shares
have voting  rights  equivalent  to  one-half  vote per share and a $1 per share
liquidation preference.

On December 16, 1994, the Company issued 1,500,000 shares of its common stock at
$8.50 per share in an initial public offering (IPO). The proceeds received,  net
of commissions and other related expenses, were approximately $9.9 million.

The Company  granted an option to purchase  225,000 shares of common stock at an
exercise  price of $8.50 to the  underwriters.  This  option  was  exercised  on
January 30, 1995, with the Company receiving net proceeds of approximately  $1.6
million.  In  conjunction  with the IPO,  warrants to purchase an  aggregate  of
150,000  shares of common  stock at an exercise  price of $14.025 were issued to
the  representative of the underwriters of the IPO. The warrants are exercisable
for a period of four years beginning December 16, 1995.

In February 1996, the Company's Board of Directors  authorized the repurchase of
up to 350,000 shares of its common stock. As of December 31, 1999, 89,050 common
shares had been repurchased and retired.

                                      F-13
<PAGE>

                               IWI HOLDING LIMITED

                   Notes to Consolidated Financial Statements

                  Years Ended December 31, 1999, 1998 and 1997
================================================================================


NOTE 6 - STOCK OPTION PLANS

The Company has 150,000 shares of common stock  reserved for options,  which may
be granted to directors,  officers and key  employees  under a stock option plan
adopted in 1994.  The exercise  price of the options  shall not be less than the
greater of $8.50 per share or the fair market value of the stock on the date the
option is granted. The only options outstanding as of December 31, 1999 and 1998
were 20,000  shares,  at an exercise  price of $8.50 per share  granted in 1995.
During 1998, 60,000 shares were canceled.

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.

The Company has elected to follow  Accounting  Principles  Board Opinion No. 25,
"Accounting for Stock Issued to Employees" (APB 25), and related interpretations
in accounting for its employee stock options  because,  as discussed  below, the
alternative  fair  value  accounting  provided  for under  Financial  Accounting
Standards  Board Statement No. 123,  "Accounting  for Stock-Based  Compensation"
(FASB 123),  requires use of option valuation models that were not developed for
use in valuing employee stock options.

Under APB 25, since the exercise  price of the Company's  employee  stock option
grants has equaled the estimated fair value of the underlying  stock on the date
of grant, no compensation expense is recognized. Pro forma information regarding
net  income  and  earnings  per share is  required  under  FASB 123 and has been
determined  as if the  Company  had  accounted  for its  stock  options  granted
subsequent to December 31, 1994,  under the fair value method of that Statement.
The fair value for these  options  was  estimated  at the date of grant  using a
Black-Scholes   option   pricing  model  with  the  following   weighted-average
assumptions:  risk-free interest rate of 7.8%; a dividend yield of zero percent;
and a weighted-average  expected life of the options of five to seven years. The
volatility  factor of the expected market price of the Company's common stock is
1.2.

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options,  which have no vesting  restrictions and are fully
transferable.  In addition,  option valuation models require the input of highly
subjective  input  assumptions  including the expected  stock price  volatility.
Because the Company's employee stock options have characteristics  significantly
different from those of traded  options,  and because  changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion,  the  existing  models do not  necessarily  provide a  reliable  single
measure of the fair value of its employee stock options.

                                      F-14
<PAGE>

                               IWI HOLDING LIMITED

                   Notes to Consolidated Financial Statements

                  Years Ended December 31, 1999, 1998 and 1997
================================================================================

NOTE 6 - STOCK OPTION PLANS (Continued)

For purposes of pro forma  disclosures,  the estimated fair value of the options
is amortized to expense over the vesting  period of the respective  option.  The
Company's pro forma net income (loss) and pro forma net income (loss) per share,
respectively,  for the years ended  December  31,  1999,  1998 and 1997 would be
$13,000 and $.01;  ($2,752,000)  and  ($1.07);  and  ($8,985,000)  and  ($3.42),
respectively.

The  weighted-average  exercise price of options  outstanding as of December 31,
1999 and 1998 is  $8.50.  The  weighted-average  remaining  contractual  life of
options outstanding expired as of December 31, 1999.

NOTE 7 - RELATED PARTY TRANSACTIONS

Rhine Jewelry Limited (Rhine),  located in Hong Kong and the Company's principal
supplier for 1997,  is a subsidiary  of Rhine  Holding  Limited,  a former major
stockholder  of the Company.  For the years ended  December  31, 1999,  1998 and
1997, the Company's  purchases from Rhine were  approximately  $0,  $900,000 and
$4,200,000, respectively.

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, 1999, 1998 and 1997, the Company's  purchases from this
manufacturer were approximately $5,000,000, $700,000 and $0, respectively.

                                      F-15
<PAGE>

                               IWI HOLDING LIMITED

                   Notes to Consolidated Financial Statements

                  Years Ended December 31, 1999, 1998 and 1997
================================================================================

NOTE 8 - INCOME TAXES

The following table summarizes income taxes (benefits):

                                               Year Ended December 31
                                       -----------------------------------------
                                        1999           1998              1997
                                       ------         ------            ------
                                                  (In Thousands)
Current
        U.S. federal                  $    -         $     -          $      -
        U.S. state                         -               -                90
        Other                              -             (67)               30
                                       -------       ---------        ---------
                                           -             (67)              (60)
                                       -------       ---------        ---------
Deferred
        U.S. federal                       -               -                 -
        U.S. state                         -               -                 -
        Other                              -               -               (46)
                                       -------       ---------        ---------
                                           -               -               (46)
                                       -------       ---------        ---------
Income Taxes                          $    -         $   (67)         $    (14)
                                       =======       =========        =========
Income (loss) before income taxes
        United States                     57          (2,410)           (7,898)
        Other                              -            (366)           (2,250)
                                       -------       ---------        ---------
                                      $   57         $(2,776)       $  (10,148)
                                       =======       =========        =========


                                      F-16
<PAGE>

                               IWI HOLDING LIMITED

                   Notes to Consolidated Financial Statements

                  Years Ended December 31, 1999, 1998 and 1997
================================================================================


NOTE 8 - INCOME TAXES (Continued)

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

                                              Year Ended December 31
                                        --------------------------------------
                                         1999             1998           1997
                                        ------           ------         ------
U.S. federal statutory tax rate         (34.0)%          (34.0)%       (34.0)%
Excess foreign income taxes (benefit)       -             (2.1)          1.0
State income taxes (net of U.S.
  federal income tax benefit)               -                -             -
Change in valuation allowance            34.0             34.6          31.0
Other                                       -              (.9)          2.0
                                       -------          --------      ---------
Consolidated Effective Tax Rate             -%            (2.4)%           -%
                                       =======          ========      =========


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

                                                  1999             1998
                                                 ------           -------
                                                      (In Thousands)
Deferred Tax Assets (Liabilities)
     Loss carryforwards                        $   5,364       $   5,390
     Accounts receivable                             217             109
     Inventories                                     624             743
     Property and equipment                          (20)            (72)
     Other                                            25              12
                                                 --------       ---------
                                                   6,210           6,182
Less:  Valuation allowance                        (6,210)         (6,182)
                                                 --------       ----------
Net Deferred Tax Liability                     $       -       $       -
                                                 --------       ----------

                                      F-17
<PAGE>

                               IWI HOLDING LIMITED

                   Notes to Consolidated Financial Statements

                  Years Ended December 31, 1999, 1998 and 1997
================================================================================

NOTE 8 - INCOME TAXES (Continued)

For income tax purposes,  the Company has a net operating loss  carryforward  of
approximately  $12.5  million,  which expires  through 2013,  and a capital loss
carryforward of approximately $2.3 million, which expires in 2003. Under the Tax
Reform Act of 1986, the benefits from net operating  losses carried  forward may
be  impaired  or  limited  in  certain  circumstances.  Events  which  may cause
limitations  in the amount of net operation  losses that the Company may utilize
in any one year include, but are not limited to a cumulative ownership charge of
more than 50% over a  three-year  period.  The  impact of any  deemed  ownership
charges of this nature, has not been determined as of December 31, 1999.

NOTE 9 - SUPPLEMENTAL CASH FLOW INFORMATION
                                                 Year Ended December 31
                                        ----------------------------------------
                                          1999           1998              1997
                                        --------        ------            ------
                                                    (In Thousands)
Cash paid for income taxes              $    -        $     -          $     11
Cash paid for interest                     207            477               867


NOTE 10 - EMPLOYEE BENEFIT PLAN

Imperial  sponsors a  defined-contribution,  profit sharing plan (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 vest to employees  upon  completion of six years of service.
The Plan has a voluntary 401(k) savings feature.  Participants may contribute up
to 15% of their  compensation to the Plan.  Imperial matches 50% of the first 2%
of compensation that a participant contributes. As of July 1, 1998, the matching
portion was increased to 50% of the first 6% of compensation  that a participant
contributes.  The matching is discretionary and decided annually by the Board of
Directors.  Participant and employer-matched  contributions to the Plan are 100%
vested. Company contributions were approximately  $42,000,  $31,000 and $15,000,
in 1999, 1998 and 1997, respectively.

                                      F-18
<PAGE>

                               IWI HOLDING LIMITED

                   Notes to Consolidated Financial Statements

                  Years Ended December 31, 1999, 1998 and 1997
================================================================================

NOTE 11 - SIGNIFICANT CUSTOMERS

The Company  derived 44%, 33% and 21% of its net sales from one customer  during
1999, 1998 and 1997, respectively.

NOTE 12 - COMMITMENTS AND CONTINGENCY

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 stockholder is seeking  damages of $11 million.  The
Company  disputes the  stockholder's  allegations  and believes  that they would
ultimately prevail in the litigation.  During November 1999, the Company and the
plaintiff  entered into  negotiations  to settle the claim  against the Company.
Because  of the cost and  uncertainty  of  litigation,  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  plaintiff  and the Company have
not yet  executed  a  formal  settlement  agreement.  Moreover,  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.

Operating Leases
----------------
Imperial  is  obligated  under a lease on its  operating  facility  for  minimum
rentals  as well as real  estate  taxes and  other  operating  expenses  through
October 2003, with an option for an additional five years. During 1999, Imperial
consolidated into a smaller space within the premises.

The future minimum lease payments required under these leases as of December 31,
1999, approximated the following (in thousands):

Year Ending December 31,
           2000                                              $  125
           2001                                                 129
           2002                                                 133
           2003                                                 125
                                                              ------
Total Minimum Lease Payments                                 $  512
                                                              ======

Rent expense included in the accompanying  statements of operations  amounted to
$173,686, $414,340 and $463,000 for 1999, 1998 and 1997, respectively.

                                      F-19
<PAGE>

                               IWI HOLDING LIMITED

                   Notes to Consolidated Financial Statements

                  Years Ended December 31, 1999, 1998 and 1997
================================================================================


NOTE 12 - COMMITMENTS AND CONTINGENCY (Continued)

Employment Agreements

The Company has an  employment  agreement  with an officer  expiring on July 31,
2001. The agreement includes provisions for severance payments for the longer of
one  additional  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, 1999, approximated the following (in thousands):

         2000                               $  235
         2001                                  146
                                             ------
                                            $  381
                                             ======

                                      F-20
<PAGE>

                               IWI HOLDING LIMITED

                   Notes to Consolidated Financial Statements

                  Years Ended December 31, 1999, 1998 and 1997
================================================================================


NOTE 13 - GEOGRAPHIC SEGMENT INFORMATION

Financial  information as of and for the years ended December 31, 1999, 1998 and
1997, summarized by geographic area, is as follows:
<TABLE>

                                           United
  1999                                     States         Canada (1)      Eliminations     Consolidated
 ------                                   ---------       -----------    --------------   --------------
<S>                                       <C>             <C>            <C>              <C>

     Total Revenues - Unaffiliated
         customers                       $   16,800      $     -          $      -         $  16,800
                                          ==========      =======          ========         =========
     Income from operations              $      282      $     -          $      -         $     282
                                          ==========      =======          ========         =========
     Assets - Identifiable assets        $    8,713      $     -          $      -         $   8,713
                                          ==========      =======          ========         =========

1998
     Total Revenues - Unaffiliated
        customers                        $   11,507      $ 4,830          $      -         $  16,337
                                          ==========      =======          ========         =========
     Loss from operations                $   (2,170)     $  (176)         $      -         $  (2,346)
                                          ==========      =======          ========         =========
     Assets - Identifiable assets        $    6,569      $                $      -         $   6,569
                                          ==========      =======          ========         =========

1997
     Total Revenues - Unaffiliated
          customers                      $   15,540      $ 10,395        $   (412)         $  25,523
                                           =========      =======         =========         =========
     Loss from operations                $   (7,314)     $ (2,002)       $      -          $  (9,316)
                                           =========      =======         =========         =========
     Assets - Identifiable assets        $   13,550      $  7,572        $ (9,967)         $  11,155
                                           =========      =======         =========         =========

(1)  DACO subsidiary sold in August 1998.  See note 3.

</TABLE>

                                      F-21
<PAGE>
                                                                     SCHEDULE I
                                                                     ----------
                                                                      (Page 1)

                               IWI HOLDING LIMITED

                  Condensed Financial Information of Registrant

                                 Balance Sheets

                           December 31, 1999 and 1998

================================================================================

                                     ASSETS
                                    --------
                                                          1999          1998
                                                         ------        ------
Cash                                                  $             $
Due from affiliate                                        500,000       500,000
Investments in wholly owned subsidiaries                  970,694       914,000
                                                       -----------   -----------
                  Total Assets                        $ 1,471,694   $ 1,415,000
                                                       ===========   ===========

                              STOCKHOLDERS' EQUITY
                              ---------------------

Preferred stock - $1 par value; authorized-5,000,000  $ 3,644,880   $ 3,644,880
  shares; issued and outstanding - 3,644,880 shares
Common stock - No par value; authorized - 10,000,000
  shares; issued and outstanding - 2,554,700 shares
Additional paid-in capital                             12,446,222    12,446,222
Accumulated deficit                                   (14,619,408)  (14,676,102)
                                                      ------------  ------------
                                                      $ 1,471,694   $ 1,415,000
                                                      ============  ============

The accompanying note is an integral part of the condensed financial statements

                                      F-22
<PAGE>
                                                                    SCHEDULE I
                                                                    -----------
                                                                      (Page 2)


                               IWI HOLDING LIMITED

                  Condensed Financial Information of Registrant

               Statements of Income (Loss) and Accumulated Deficit

                     Years Ended December 31, 1999 and 1998

================================================================================

                                                     1999              1998
                                                    ------            ------
Equity in net income (loss) of subsidiaries    $      56,694    $   (2,709,000)
Accumulated deficit, beginning of year           (14,676,102)      (11,967,102)
                                                 -------------    --------------
Accumulated deficit, end of year               $ (14,619,408)   $  (14,676,102)
                                                 =============    ==============


The accompanying note is an integral part of the condensed financial statements

                                      F-23
<PAGE>
                               IWI HOLDING LIMITED

                  Condensed Financial Information of Registrant

                     Note to Condensed Financial Statements

                     Years Ended December 31, 1999 and 1998

================================================================================

NOTE 1 - BASIS OF PRESENTATION

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

                                      F-24
<PAGE>


                                                                   SCHEDULE II
                                                                   -----------
                                                                     (Page 1)

                               IWI HOLDING LIMITED

                        Valuation and Qualifying Accounts

                     Years Ended December 31, 1999 and 1998
================================================================================
<TABLE>

                                            Additions     Additions
                             Balance at    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, 1997

     Allowance for
       Doubtful Accounts    $ 694,000     $ 865,000      $      -     $ 917,000  (1)  $   642,000

     Inventory Valuation
       Allowance            1,600,000     3,642,000             -     3,442,000  (2)    1,800,000

     Deferred Income
       Tax Valuation
       Allowance            2,734,000     2,487,000             -                       5,221,000

Year Ended
  December 31, 1998

     Allowance for
       Doubtful Accounts    $ 642,000     $ 177,000      $      -     $ 539,000 (1)   $   280,000

     Inventory Valuation
       Allowance            1,800,000       673,000             -       695,000 (2)     1,778,000

     Deferred Income
       Tax Valuation
       Allowance            5,221,000       961,000             -                       6,182,000

</TABLE>


                                      F-25
<PAGE>

                                                                   SCHEDULE II
                                                                  -------------
                                                                     (Page 2)

                               IWI HOLDING LIMITED

                        Valuation and Qualifying Accounts

                     Years Ended December 31, 1999 and 1998
================================================================================
<TABLE>

                                              Additions       Additions
                               Balance at     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, 1999
     Allowance for
       Doubtful Accounts       $ 280,000      $ 125,000       $ 220,000    $      -        $  625,000
     Inventory Valuation
       Allowance               1,778,000              -               -     338,000  (2)    1,440,000
       Deferred Income
       Tax Valuation
       Allowance               6,182,000         28,000               -           -         6,210,000

</TABLE>


(1)  Writeoff of uncollectible accounts
(2)  Inventory losses realized