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]

*    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, 2004

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

       For the transition period from ______________ to _______________.


                          Commission File No. 0-25108

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

                             British Virgin Islands
                -----------------------------------------------
                (Jurisdiction of Incorporation or Organization)

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

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

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

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

Common Stock, no par value
(Title of Class)

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

None
(Title of Class)

As of May 10, 2005 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   No

Indicate by check mark
which financial statement item the registrant has elected to follow.

Item 17    Item 18


page 1

<PAGE>


IWI
TABLE OF CONTENTS
PART I                                                                  Page
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS             3
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE                           3
ITEM 3. KEY INFORMATION                                                   3
ITEM 4. INFORMATION ON THE COMPANY                                        4
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS                      7
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                       10
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                12
ITEM 8. FINANCIAL INFORMATION                                            13
ITEM 9. THE OFFER AND LISTING                                            13
ITEM 10. ADDITIONAL INFORMATION                                          14
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT THE MARKET       15
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES          15
PART II
ITEM 13. DEFAULTS DIVIDEND ARREARAGES AND DELINQUENCIES                  16
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY
HOLDERS AND USE OF PROCEEDS                                              16
ITEM 15. CONTROLS AND PROCEDURES                                         16
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT                               16
ITEM 16B. CODE OF ETHICS                                                 17
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES                         17
PART III
ITEM 17. FINANCIAL STATEMENTS                                            17
ITEM 18. FINANCIAL STATEMENTS                                            17
ITEM 19. EXHIBITS                                                        17
SIGNATURES                                                               18
CERTIFICATION                                                         19-20

<PAGE>

PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.

ITEM 3. KEY INFORMATION
SELECTED CONSOLIDATED FINANCIAL DATA
(In thousands, except share data)
<TABLE>

                                                    Year Ended December 31,
                                        2000      2001      2002     2003      2004
                                        ----      ----      ----    -----     -----
<S>                                  <C>        <C>        <C>     <C>       <C>


Statement of Income Data:
Net sales                             $19,028   $23,280   $25,802  $ 22,219   $28,554
Cost of sales                          13,999    17,751    20,322    18,772    22,309
Gross profit                            5,029     5,529     5,480     3,447     6,245
Operating expenses                      4,612     5,011     4,990     5,052     5,665
Income (loss) from operations before the
Gain on Trade Settlement                  417       518       490    (1,605)      580
Gain on Trade Settlement                    -     1,141         -         -         -
Other income (expense) - net             (305)     (306)     (248)     (299)     (349)
Income (loss) before income taxes         112     1,353       242    (1,904)      231
Income data:
Income tax benefit                          -       120        36        -          -
Net income (loss)                       $ 112   $ 1,473     $ 278  $ (1,904)    $ 231
Net income (loss) per common share      $ .04     $ .58     $ .11    $ (.75)    $ .09
Cash distributions per common share       $ -       $ -       $ -       $ -       $ -
Weighted average number of common
shares outstanding                  2,554,700 2,554,700 2,554,700 2,554,700 2,554,700

                                                   Year Ended December 31,
                                        2000      2001      2002     2003      2004
                                        ----      ----      ----    -----     -----
Balance Sheet Data:
Working capital                         $ 915   $ 2,569   $ 3,010   $ 1,233   $ 1,528
Total assets                           10,670    11,625    14,255    15,327    17,466
Long-term debt                              0         0         0         0         0
Shareholders' equity                    1,584     3,057     3,335     1,431     1,662
</TABLE>

<PAGE>


Risk Factors

The nature of the business and industry that the Company operates is very
seasonal. This seasonality combined with customer sales concentration and the
reliance of consumers using their discretionary disposable income on fashion
related products within current economic conditions presents a potential risk
that continued growth may be impacted.
The majority of the products that the Company sells are imported from the
Peoples Republic of China ("PRC") and Hong Kong and as such reliance on non
restrictive trading agreements between the United States of America and these
countries is critical.

ITEM 4. INFORMATION ON THE COMPANY

General

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

Products and Pricing

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

Marketing

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

Customers

The Company's customers consist of jewelry retail
stores, mass merchandisers, such as Wal-Mart Stores, Inc., department stores,
such as J.C. Penney Company, Inc., national jewelry chains, catalog showrooms
and various specialty markets. The Company derived approximately 44% and 18% of
its net sales from two customers during 2004. During 2004 the Company developed
business with internet-based retailers. This segment of the business is expected
to grow in the future. The Company has no long-term contracts with any
customers, however, the core of each of its large volume purchasers had been
customers for at least five years. The following table sets forth the
approximate percentage of net sales for the major market segments for the
periods indicated.

<PAGE>

                                                  Year Ended December 31,
                                       2002             2003            2004

Jewelry retail stores                   1.1 %           0.6 %           0.3 %
Specialty markets                      28.8            28.5            12.3
Mass merchandisers                     27.9            12.7            16.9
Department stores                      26.6            39.5            50.8
National jewelry chains                12.5            16.3            17.5
Catalog showrooms                       3.1             2.4             2.2
Total                                 100.0 %          100.0 %        100.0 %

Competition

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

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

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

Seasonality

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

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

                                        Year Ended December 31,
                                     2002          2003          2004
                                Amount    %      Amount   %      Amount  %
                               --------  ---    -------- ---    -------- --
First Quarter                 $ 3,756  14.6    $ 4,524  20.3   $ 5,058  17.7
Second Quarter                  5,320  20.6      5,079  22.9     5,494  19.3
Third Quarter                   6,821  26.4      5,801  26.1     6,628  23.2
Fourth Quarter                  9,905  38.4      6.815  30.7    11,374  39.8
Total                         $25,802 100.0    $22,219 100.0   $28,554 100.0



<PAGE>


Purchasing

The Company imports most of its jewelry from the People's Republic of China
("PRC") and Hong Kong. Approximately 25% of the Company's products are sourced
in the U.S. Fresh water and cultured pearls are imported from the PRC and Hong
Kong. The imported pearls are assembled by and for the Company both overseas and
at the Company's location 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 and Hong Kong, manufacturing and assembly operations
conducted by the Company are primarily limited to designing jewelry, assembly of
pearl products and quality control. Upon completing a design, the Company
provides such design to its suppliers, who will purchase the raw materials, such
as diamonds, other precious stones, gold and silver, and manufacture the product
or subcontract for its manufacture. The use of third party manufacturers enables
the Company to shift the risk and capital cost of manufacturing.
The Company maintains a light manufacturing and assembly operation in the United
States for the stringing of pearls. This enables the Company to assemble pearls
specifically to customer order and to provide shipment within two days of the
order date.

Property, Plants and Equipment

The Company maintains its registered offices in the BVI; the Company leases
approximately 13,000 square feet of space for operations and pearl assembly in
Westmont, Illinois. The Company has been at its current location since November
1993. In December 2003 the Company extended its present lease through January
2007, future minimum annual lease payments are approximately $379,000. The
facility, which provides state of the art security, was designed to maximize the
efficiency of the Company's current operations and to provide for the Company's
anticipated growth.

Legal Proceedings

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

The parties reached an agreement in principal to settle the claim for a
significantly lesser amount, which was accrued as of December 31, 1999. The
settlement agreement is subject to court approval and the Company may decline to
proceed with the agreement if a significant number of class members "opt out" of
the settlement. As of April 30, 2005 there has been no response from counsel for
the class action lawsuit or from the lead counsel.
<PAGE>

In September 2002, the Creditors Committee in the Bankrupt Estate of Montgomery
Wards filed an action in Bankruptcy Court to recover alledged "preference
payments" to the Company totaling $179,274. (Preference payments are payments
made by a bankrupt person within ninety (90) days of the bankruptcy filing). The
Company believes that there was no merit to this claim and in December 2004
settled this action for the amount of $18,000 approximating legal costs to
defend.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

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

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>

                                2002                   2003                      2004
                                %       %                %       %                %       %
                    Amount   Sales  Change   Amount   Sales   Change  Amount   Sales   Change
                   -------   -----  ------   ------   -----   ------  ------   -----   -------
<S>                <C>        <C>   <C>      <C>      <C>     <C>     <C>      <C>     <C>


Net sales          $25,802   100.0   10.8   $22,219    100.0   (13.9) $28,554   100.0   28.5
Gross profit         5,480    21.2   (0.9)    3,447     15.5   (37.1)   6,245    21.9   81.2
Operating expenses   4,990    19.3   (0.4)    5,052     22.7    (1.2)   5,665    19.9   12.1
Income (Loss) from
operations             490     1.9   (5.4)   (1,605)    (7.2) (427.5)     580     2.0    n/a
Other income (expense)(248)   (1.0)   n/a      (299)    (1.4)    n/a     (349)   (1.2) (16.7)
Income before
income taxes           242     1.0  (82.1)   (1,904)    (8.6) (886.8)     231     0.8    n/a
Income tax benefit      36     0.1    n/a         -        -     n/a        -       -    n/a
Net income             278     1.1  (81.1)   (1,904)    (8.6) (784.9)     231     0.8    n/a
Net income per common
share                               $ .11                     $(0.75)                  $0.09
Weighted average number of
shares outstanding                  2,555                      2,555                   2,555

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

                               2000      2001         2002          2003             2004

Jewelry retail stores         5.2%       3.2%          1.1%          0.6%             0.3%
Specialty markets            20.9       22.1          28.8          28.5             12.3
Mass merchandisers            8.0       22.3          27.9          12.7             16.9
Department stores            49.8       41.7          26.6          39.5             50.8
National jewelry chains      14.9        9.9          12.5          16.3             17.5
Catalog showrooms             1.2        0.8           3.1           2.4              2.2
Total                       100.0%     100.0%        100.0%        100.0%           100.0%
</TABLE>


<PAGE>



Year Ended December 31, 2004 Compared to Year Ended December 31, 2003

Net Sales.  Net Sales  increased  $6.3 million or 28.5% to $28.6 million in 2004
from $22.2 million in 2003. This increase in Net Sales reflects both an increase
in gross sales from the prior year of $5.4 million  combined  with a decrease in
returns compared to 2003 of nearly $1.0 million.  This increase in 2004 revenues
reflects a  combination  of increase in net sales to the  Company's  two largest
customers  of $7.9  million and modest  increases in the balance of its customer
base.  This increase in net sales overcame the loss of a major  customer  during
2004, which had represented approximately 20% of the Company's net sales in 2003
and  represents  a decrease in sales from this  customer in 2004 of $3.8 million
compared to 2003 levels.

Gross Profit.  Gross profit  increased  $2.8 million or 81.0% to $6.2 million in
2004 from  $3.4  million  in 2003.  Excluding  the  effect  of  consignment  and
liquidation sales for 2004 and 2003, gross profit increased $2.5 million.  Gross
margin excluding the effect of consignment and liquidation  sales increased 6.1%
from 18.5% in 2003 to 24.6% in 2004.  This  improvement  in overall gross margin
was,  in part,  due to  renewed  emphasis  placed on the  profitability  of each
product sold and increased standard profit levels implemented.  In addition, due
to the relative  consistency of overall gold pricing  throughout 2004 the impact
of  the  change  in  gold  prices   throughout   2004  had  minimal   impact  on
profitability.

Income from Operations.  Income from Operations was $580,000 in 2004 compared to
a loss from  operations in 2003 of $1.6 million,  representing  an increase over
the prior year of $2.2 million.  This primarily reflects the increased sales and
margins experienced in 2004.  Operating expenses increased $613,000 or 12.1% and
primarily  reflects  increased  sales  related  costs  such as  advertising  and
commissions.

Other Income (Expense). Other Expenses representing interest costs
increased $50,000 to $349,000 from $299,000 in 2003 representing a combination
of increased borrowings and increased interest rates experienced in 2004.

Net  Income.  The net income for 2004  totaled  $231,000 a change of  $2,135,000
compared to the net loss reported in 2003 of $1,904,000.

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

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

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

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

<PAGE>


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

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

Analysis of Financial Position, Liquidity and Capital Resources

The  Company's  primary  liquidity  needs are to fund  accounts  receivable  and
inventories.   The  Company  has  historically   financed  its  working  capital
requirements  through a combination of internally  generated cash and short-term
borrowings under bank line of credit.  The Company's working capital at December
31, 2004 was $1.5 million as compared to $1.2 million at December 31, 2003.

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

On June 1, 2004 the credit agreement was amended whereby the Company can borrow
up to $6.5 million. As a result of this agreement the seasonal over-line was
eliminated. Under this amended borrowing facility, interest is calculated at 2%
over prime.

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

                            2002           2003          2004
Operating activities       $ 516       $(2,286)        $ (601)
Investing activities         (42)          (32)            (2)
Financing activities        (658)        2,302            604
Increase (decrease) in cash (184)          (16)             1

Operating Activities. The net cash used in 2004 was principally due to the
increase in accounts receivable of $2.5 million offset partially by the increase
in accounts payables of $1.0 million and provision for doubtful accounts of $.4
million at December 31, 2004.

Investing Activities. Cash uses in 2004 were minimal and reflect the upgrade of
our computer and related systems and minor building renovations.

Financing Activities. During 2004, the Company increased the amounts outstanding
under its line of credit by $.3 million to $5.6  million at December  31,  2004.
Notes payable to employees and others increased by $295,000.

During the coming twelve months, the Company does not anticipate any significant
capital expenditures.
<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, quarterly in arrears.
Furthermore, because the Company does not have either long-term supply contracts
or long-term contracts with customers, prices are quoted based on the prevailing
prices for semi-precious gemstones or metals. Accordingly, the Company does not
believe inflation will have a material effect on its future operations.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Directors and Executive Officers

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

Name                  Age             Position
------               ------          -----------
Joseph K. Lau         57    Chairman of the Board of Directors: President
                            of IWI Holding Limited, Principal Financial Officer
Richard J. Mick       64    Vice President - Sales and Director
Connie S. Yui         54    Inventory Manager and Director
Joseph A. Benjamin    62    Director
Samuel H. Lou         51    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.

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.

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

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

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

Norman S. W. Chui resigned from the Board of Directors effective April 20, 2005.
Mr. Chui had been an active member of the Board since  December  1997.  Mr. Chui
cited time and  scheduling  constraints  prohibited  his further  participation.
Joseph Lau will temporarily assume the duties of Secretary.

<PAGE>


Compensation of Directors and Officers

The aggregate cash compensation paid by the Company to all directors and
officers as a group during 2004 was approximately $473,000. Due to an extensive
travel schedule, one of the officers of the Company resides in New York. Because
of this, the Company also provides locally an apartment and related costs of
approximately $11,200 for this individual in lieu of motel accommodations and
incurs an estimated $7,700 a year in airfare costs.

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

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, 2004.

In addition,  the Company maintains a defined contribution plan which has both a
profit  sharing  feature and a 401(k)  savings  feature (the "Plan.")  Under the
profit sharing portion of the Plan,  contributions  are an amount  determined by
the Company's  Board of Directors.  Subject to certain  limitations  required by
law, the Company's contribution is allocated to each participant who is employed
by the  Company  at the end of the Plan  year in the  proportion  that the total
compensation  paid by the  Company to each  participant  bears to the  aggregate
compensation  paid by the  Company to all  participants  during  such Plan year.
Under the 401(k)  savings  feature,  eligible  employees  may elect,  subject to
certain  limitations  required  by law,  to defer  payment of up to 15% of their
compensation.  The Plan provides that if an employee defers payment, the Company
will contribute 50% in 2003,  effective  January 1, 2004 25%, of the first 6% of
compensation  deferred,  by making a cash  payment to the Plan on behalf of such
participant.  Contributions  by the Company to the profit sharing feature of the
plan, and earnings  thereon,  vest based on the  participant's  years of service
with the Company, vesting 20% per year after one year of service and being fully
vested  after six years of  service.  Employee  contributions  are  always  100%
vested.  Contributions  by the Company to the 401(k) savings feature vest on the
employees first day of employment.  All contributions vest,  regardless of years
of service,  upon  termination  of employment by reason of death or  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  2004,  2003 and 2002 of  approximately  $30,000,  $61,000  and  $57,000,
respectively.
<PAGE>


Employment Contracts

The Company has an employment contract with Joseph K. Lau who is employed by
Imperial pursuant to a contract expiring July 2006. The contract provides for at
a base salary of $280,000 in 2005, and bonuses as determined by the Compensation
Committee of the Board of Directors.

Committees and Attendance of the Board of Directors Meetings
During the year ended December 31, 2004, the Board of Directors held three
formal meetings. The Audit and Compensation Committees each held one meeting.
Each director attended all of the meetings of the Board of Directors. The Audit
and Compensation Committees were attended by all members. The members of the
Audit Committee are Messrs. Benjamin and Lou. The members of the Compensation
Committee are Messrs. Lau, Benjamin and Lou.

Employees

As of December 31, 2004, the Company had 62 employees, including 2 executive
officers, 9 persons in sales and merchandising, 39 persons in operations, and 12
persons in administrative and support functions. None of the employees is
governed by a collective bargaining agreement and the Company considers its
relations with its employees to be satisfactory. As of May 1, 2005, the Company
had 60 employees, including 2 executive officers, 9 persons in sales and
merchandising, 37 persons in operations, and 12 persons in administrative and
support functions.

Share Ownership

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

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Share ownership of major shareholders, Directors and Officers

The following table is furnished as of May 10, 2005, to indicate beneficial
ownership of shares of the Company's Common Stock and Preferred Stock by (1)
each shareholder of the Company who is known by the Company to be a beneficial
owner of more than 10% of the Company's Common Stock or Preferred Stock and (2)
all officers and directors of the Company as a group. The information in the
following table was provided by such persons.
<TABLE>

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

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

All executive officers and directors
As a group (3 persons)         142,500                  Common        5.58%              3.26%

</TABLE>

<PAGE>


Compliance with Section 16(a) of Exchange Act

Under the securities laws of the United States, the Company's Directors, its
executive officers, and any persons holding more than ten percent of the
Company's common stock are required to report their initial ownership of the
Company's common stock and any subsequent changes in ownership to the Securities
and Exchange Commission. Specific due dates for these reports have been
established and the Company is required to disclose in this Form 20F any failure
to file by these dates during 2004. All of the filing requirements were
satisfied on a timely basis in 2004. In making these disclosures, the Company
has relied solely on written statements of its directors, executive officers and
shareholders and copies of the reports that were filed with the Commission.

Related Party Transactions

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

Since 1998, some of the Company's products were purchased from a manufacturer in
Hong Kong, which is managed by a relative of an officer of the Company. For the
years ended December 31, 2004, 2003 and 2002, the Company's purchases from this
manufacturer were approximately $7,887,000, $7,394,000, and $6,793,000
respectively.

The Company uses outside entities to pursue most of its sales, because it has
proven to be both effective and economical. The stakeholders of a primary
outside sales entity are an officer of the Company and a family member of such
officer. All negotiations of pricing, compensation, contracts or any other
matters involving this entity are conducted by persons other than the related
party officer. Commission expense of the Company for the years 2004, 2003 and
2002 were $724,000, $545,000 and $697,000, respectively. Selling expenses such
as salaries, travel, entertainment etc. are borne directly by the sales entity.

ITEM 8. FINANCIAL INFORMATION

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

ITEM 9. THE OFFER AND LISTING

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

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

                                        2004              2003
                                    High     Low      High      Low
                                   -------  ------   ------    ------
First Quarter                       $.200   $ .120   $.160      $.140
Second Quarter                       .120     .100    .230       .160
Third Quarter                        .100     .100    .270       .120
Fourth Quarter                       .110     .080    .200       .120

<PAGE>

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

                                                  High            Low
2004 November                                   $.110          $ .180
     December                                    .110            .160

2005 January                                    $.080          $ .080
     February                                    .080            .080
     March                                       .080            .080
     April                                       .080            .080

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

At May 10, 2005, the bid price of the Common Stock was $.08.

As of May 10,  2005,  there were  approximately  250  beneficial  holders of the
Common  Stock of the  Company,  nearly  all of which are  believed  to be in the
United States.

ITEM 10. ADDITIONAL INFORMATION

Memorandum and Articles of Association.

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

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

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

Exchange Controls

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



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

Taxation

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

Documents on Display

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

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

The Company does have some exposure to the change in market price of precious
metals, pearls and stones, particularly gold. Rapid or steady increase in the
price of gold could negatively impact the operating results in future periods.
Although the company can pass these costs along to its customers, these gold
level adjustments occur on a quarterly lag basis.
The Company does not hold or issue financial instruments for trading or
speculative purposes. The Company's financial instruments include accounts
receivable, accounts payable, and notes payable. The exposure to the Company for
interest rate fluctuations is limited to the existing line of credit and is not
expected to be significant to its overall results of operation. The economy and
its impact on discretionary disposable consumer spending could be significant to
future operating earnings.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.


<PAGE>

                                    PART II
ITEM 13. DEFAULTS, DIVIDENDS ARREARAGES AND DELINQUENCIES

None reportable.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND
USE OF PROCEEDS

None reportable.

ITEM 15. CONTROLS AND PROCEDURES

We strive to maintain  disclosure  controls and procedures  that are designed to
ensure that information  required to be disclosed in our Exchange Act reports is
recorded,  processed,  summarized and reported within the time periods specified
for the SEC's rules and forms,  and that such  information  is  accumulated  and
communicated to our management,  including our Chief Executive Officer and Chief
Financial  Officer,  as  appropriate,  to allow for timely  decisions  regarding
required  disclosure.  In designing and evaluating  the disclosure  controls and
procedures,  management  recognizes that any controls and procedures,  no matter
how well  designated  and  operated,  can provide only  reasonable  assurance of
achieving the desired control objectives and management  necessarily is required
to apply its judgment in evaluating the  cost-benefit  relationship  of possible
controls.  Our  independent   accountants,   Blackman  Kallick  Bartelstein  LLP
conducted  audits  of our  financial  statements  for 2002,  2003 and  2004.  In
connection with the issuance of its report of the independent  registered public
accounting  firm,  Blackman  Kallick  Bartelstein  LLP  reported to our Board of
Directors  no material  weaknesses  under  standards  established  by the Public
Company  Accounting  Oversight  Board  regarding  some elements of our system of
internal controls.

As  required  by SEC rule  13a-15(b)  we  conducted  an  evaluation,  under  the
supervision and with the  participation  of our management,  including our Chief
Executive Officer and Chief Financial  Officer,  the effectiveness of the design
and  operation  of our  disclosure  controls  and  procedures.  Based  upon that
evaluation,  the Chief Executive  Officer and Chief Financial  Officer concluded
that our disclosure  controls and  procedures  are effective in timely  alerting
them  to  material  information  relating  to us  (including  our  subsidiaries)
required to be included in our periodic SEC filings.

Other than the foregoing initatives, there were no significant changes in our
internal controls or to our knowledge, in other factors that could significantly
affect such internal controls subsequent to the date of their evaluation.

While we have taken or are in the process of taking the foregoing steps in order
to address the  adequacy of our  disclosure  controls  and  procedures,  and, in
addition,  to develop  and  implement  a formal  set of  internal  controls  and
procedures  for financial  reporting in accordance  with SEC's proposed rules to
adopt the internal control reporting requirements included in Section 404 of the
Sarbanes-Oxley  Act of 2002,  the  efficiency of the steps we have taken to date
and the steps we are still in the process of  completing is subject to continued
management  review  supported  by  confirmation  and  testing  by  our  external
auditors.  As a result, it is likely that additional changes will be made to our
internal controls.

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

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

<PAGE>


ITEM 16B. CODE OF ETHICS

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

ITEM 16C. PRINCIPALACCOUNTANT FEES AND SERVICES

Audit Fee

The aggregate fees paid relating to the audit of the Company's annual financial
statements for the years ended December 31, 2004 and 2003 were $64,404 and
$63,475, respectively.

All Other Fees

The aggregate fees paid for other accounting services,  primarily audit related,
for the  years  ended  December  31,  2004  and 2003  were  $6,349  and  $6,281,
respectively.

PART III
ITEM 17. FINANCIAL STATEMENTS
Not applicable

ITEM 18. FINANCIAL STATEMENTS

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

ITEM 19. EXHIBITS
(a) Financial Statements                                                  Page
Report of Independent Auditors                                             22
Consolidated Balance Sheets as of December 31, 2004 and 2003               23
Consolidated Statements of Operations for Each of the Years
in the Three-Year Period Ended December 31, 2004                           24
Consolidated Statements of Shareholders' Equity for Each of the
Years in the Three-Year Period Ended December 31, 2004                     25
Consolidated Statements of Cash Flows for Each of the Years in
the Three-Year Period Ended December 31, 2004                              26
Notes to Consolidated Financial Statements                              27-36
Financial Statement Schedules (1)
I - Condensed Financial Information of Registrant                          37
II - Valuation and Qualifying Accounts                                     38
(1) All other schedules are omitted since the required information is not
present or is not present in amounts sufficient to require submission of the
schedule. (b) Exhibits

<PAGE>

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

*    Previously Filed

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

                                   SIGNATURES

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


                                        IWI HOLDING LIMITED

                                By:   /s/Joseph K. Lau
                                     --------------------
                                     Chairman, President and Director
May 27, 2005
<PAGE>


Certifications I, Joseph K Lau, certify that:

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

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

3. Based on my knowledge, the financial statements, and other financial
information included in this annual
report, fairly present in all respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods
presented in this annual report; 4. The registrant's other certifying officer
and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal controls over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or cause such internal
controls over financial reporting to be designed under our supervision, to
ensure that material information relating to the company, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;
(b) Designed such internal controls over financial reporting, or caused such
internal controls over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles:
(c) Evaluated the effectiveness of the company's disclosure controls and
procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end
of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the company's internal controls over
financial reporting that
occurred during the period covered by the annual report that has materially
affected, or is reasonably
likely to materially affect, the company's internal controls over financial
reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal
control over financial reporting, to the company's auditors and the audit
committee of company's board of directors (or persons performing the equivalent
function); (a) All significant deficiencies and material weaknesses in the
design or operation of internal controls over financial reporting which are
reasonably likely to adversely affect the company's ability to record, process,
summarize and report financial information: and (b) Any fraud, whether or not
material, that involves management or other employees who have a significant
role in the company's internal control over financial reporting.

Date: May 27, 2005

By: /s/ Joseph K. Lau
   -----------------------------
Chairman, President and Director
<PAGE>

I,  Joseph K. Lau,  certify,  pursuant  to 18 U.S.C.  Section  1350,  as adopted
pursuant  to  Section  906 of the  Sarbanes-Oxley  Act of 2002,  that the Annual
Report of IWI Holding  Limited on Form 20-F for the year ended December 31, 2004
fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange  Act of 1934 and that  information  contained  in such Form 20-F fairly
presents  in all  material  respects  the  financial  condition  and  results of
operations of IWI Holding Limited.

Date: May 27, 2005

By: /s/ Joseph K. Lau
   -----------------------------
Chairman, President and Director
<PAGE>

I, Kenneth S. Rich, certify that:

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

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

3. Based on my knowledge, the financial statements, and other financial
information included in this annual
report, fairly present in all respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods
presented in this annual report; 4. The registrant's other certifying officer
and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal controls over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or cause such internal
controls over financial reporting to be designed under our supervision, to
ensure that material information relating to the company, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;
(b) Designed such internal controls over financial reporting, or caused such
internal controls over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles:
(c) Evaluated the effectiveness of the company's disclosure controls and
procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end
of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the company's internal controls over
financial reporting that
occurred during the period covered by the annual report that has materially
affected, or is reasonably
likely to materially affect, the company's internal controls over financial
reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal
control over financial reporting, to the company's auditors and the audit
committee of company's board of directors (or persons performing the equivalent
function); (a) All significant deficiencies and material weaknesses in the
design or operation of internal controls over financial reporting which are
reasonably likely to adversely affect the company's ability to record, process,
summarize and report financial information: and (b) Any fraud, whether or not
material, that involves management or other employees who have a significant
role in the company's internal control over financial reporting.

Date: May 27, 2005

By: /s/ Kenneth S. Rich
   ---------------------
Controller
<PAGE>

I, Kenneth S.Rich, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual
Report of IWI Holding Limited on Form 20-F for the year ended December 31, 2004
fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and that information contained in such Form 20-F fairly
presents in all material respects the financial condition and results of
operations of IWI Holding Limited.

Date: May 27, 2005

By: /s/ Kenneth S. Rich
   ---------------------
Controller
<PAGE>


                        Report of Independent Registered
                             Public Accounting Firm

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, 2004 and 2003, and the related consolidated
statements of operations, stockholders' equity and cash flows for each of the
three years in the period ended December 31, 2004. 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 consolidated financial
statements and schedules based on our audits.

We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. The Company
has determined that it is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no opinion.
An audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the consolidated financial statements, assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of IWI Holding Limited
as of December 31, 2004 and 2003, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2004, in
conformity with accounting principles generally accepted in the United States of
America. In addition, the information set forth in schedules listed in the index
at item 19(a) is fairly stated, in all material respects, in relation to the
consolidated financial statements from which it has been derived.

s/Blackman Kallick Bartelstein, LLP
Chicago, Illinois
April 4, 2005
<PAGE>


                              IWI Holding Limited
                          Consolidated Balance Sheets
                       (In Thousands, Except Share Data)
                           December 31, 2004 and 2003
                                     Assets

                                                2004               2003
                                               -------            ------
Current Assets

Cash                                            $   1             $    0
Accounts receivable, less allowance
for doubtful accounts of $596 in 2004
and $532 in 2003                                7,714              5,557
Inventories                                     9,298              9,235
Deferred income taxes                             156                156
Prepaid expenses                                  163                181
Total Current Assets                           17,332             15,129
                                              --------           --------
Property and Equipment                          2,966              2,964
Less accumulated depreciation                  (2,832)            (2,766)
                                              --------           --------
Property and Equipment, Net                       134                198
Total Assets                                 $ 17,466           $ 15,327
                                              ========           ========
Liabilities and Stockholders' Equity

Current Liabilities
Checks issued in excess of funds on deposit       $ -               $ 24
Line of credit                                  5,583              5,250
Notes payable
Employees, related parties                        315                335
Other                                             427                112
Accounts payable - Trade                        5,894              4,403
Accounts payable to affiliated companies        2,085              2,568
Accrued liabilities                             1,500              1,204
                                              --------           --------
Total Current Liabilities                      15,804             13,896
                                              ========           ========
Stockholders' Equity (Deficit)
Preferred stock - $1 par value;
authorized 5,000,000
shares; issued and outstanding 3,644,880 shares 3,645              3,645
Common stock No par value; authorized 10,000,000
shares; issued and outstanding
2,554,700 shares                                    -
Additional paid-in capital                     12,446             12,446
Accumulated deficit                           (14,429)           (14,660)
                                             --------           --------
Total Stockholders' Equity                      1,662              1,431
                                             ========           ========
Total Liabilities & Stockholders' Equity     $ 17,466           $ 15,327
                                             ========           ========

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


<PAGE>


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

                  Years Ended December 31, 2004, 2003 and 2002

                                2004            2003            2002
                                ----            ----            ----
Net Sales                    $ 28,554         $ 22,219        $ 25,802
Cost of Sales                  22,309           18,772          20,322
Gross Profit                    6,245            3,447           5,480
Selling, General and
Administrative Expenses         5,665            5,052           4,990
Income (Loss) from Operations     580           (1,605)            490
Interest Expense                 (349)            (299)           (248)
Income (Loss) Before Income Taxes 231            (1904)            242
Income Tax Benefit                  -                -              36
Net Income (Loss)               $ 231         $ (1,904)          $ 278
Net Income (Loss) per
Common Share                   $ 0.09          $ (0.75)         $ 0.11
Weighted-Average Number
of Common Shares Outstanding 2,554,700       2,554,700       2,554,700

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


                              IWI Holding Limited
                Consolidated Statements of Stockholder's Equity
                       (In Thousands, Except Share Data)
   Years Ended December 31, 2004, 2003 and 2002 Preferred Stock Common Stock
<TABLE>

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

Balance,
January 1,
2002           3,644,880    $3,645    2,554,700  $ -       $12,446         $(13,034)    $3,057
Net Income             -         -            -    -             -              278        278
Balance,
December 31,
2002           3,644,880     3,645    2,554,700    -        12,446         (12,756)      3,335
Net Income             -         -            -    -             -          (1,904)     (1,904)
Balance,
December 31,
 2003          3,644,880     3,645    2,554,700    -        12,446         (14,660)      1,431
Net Income             -         -            -    -             -             231         231
Balance,
December 31,
2004           3,644,880    $3,645    2,554,700  $ -       $12,446        $(14,429)     $1,662
</TABLE>

<PAGE>


                              IWI Holding Limited
                     Consolidated Statements of Cash Flows
                                 (In Thousands)
                  Years Ended December 31, 2004, 2003 and 2002

Cash Flows from Operating Activities
Net income (loss)                                   $ 231    $ (1,904)    $ 278
Adjustments to reconcile net income (loss) to
net cash (used in) provided by operating activities
Depreciation and amortization                          66         159       205
Provision for doubtful accounts                       351         (32)       53
(Increase) decrease in Accounts receivable         (2,508)     (1,674)      536
Inventories                                           (63)        370    (3,417)
Deferred income taxes                                   -           -       (36)
Prepaid expenses 18 121 (113)
Increase (decrease) in Accounts payable - Trade     1,491        (171)    2,377
Accounts payable to affiliated companies             (483)        810       977
Accrued liabilities                                   296          35      (344)
                                                    ------      ------    ------
Net Cash (Used in) Provided by
Operating Activities                                 (601)     (2,286)      516
Net Cash Used in Investing Activities Purchases     ------      ------    ------
of property and equipment                              (2)        (32)      (42)
                                                    ------      ------    ------
Cash Flows from Financing Activities Change
in checks issued in excess
of Funds on deposit                                   (24)         24         -
(Payments on) borrowings from notes payable
Employees                                             (20)        132        55
Other                                                 315           -       249
Borrowings from (payments on) lines of credit, net    333       2,146      (962)
                                                    ------      ------    ------
Net Cash (Used in) Provided by
Financing Activities                                  604       2,302      (658)
                                                    ------      ------    ------
Net (Decrease) Increase in Cash                         1         (16)     (184)
Cash, Beginning of Year                                 -          16       200
                                                    ------      ------    ------
Cash, End of Year                                     $ 1         $ -      $ 16
                                                    ======      ======    ======


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


<PAGE>


                              IWI Holding Limited
                   Notes to Consolidated Financial Statements
                  Years Ended December 31, 2004, 2003 and 2002

Note 1 - Description of Business and Acquisitions

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

Note 2 - Status of Operations

The Company's goal is to continue to diversify its customer base thereby
reducing its reliance on two to three major customers. This diversification
effort is expected to increase sales in 2005 from the Company's nonmajor
customers. Response to new styles and products recently presented to its
customers has been well received. While this effort to increase sales from it
non-major customer base was successful in 2004, the Company was also extremely
successful in expanding sales within it major customer base, which in turn
increased the customer concentration of sales in 2004.

The increase in 2004 revenues reflects a combination of increase in net sales to
the Company's two largest customers of $7.9 million and modest increases in the
balance of its customer base. This increase in net sales overcame the loss of a
major customer during 2004, which had represented approximately 20% of the
Company's net sales in 2003 and represents a decrease in sales from this
customer in 2004 of $3.8 million compared to 2003 levels.

Gross margin for the Company bounced back significantly  during 2004 from levels
experienced  in 2003.  Gross  profit  increased  $2.8  million  compared to 2003
levels.  Excluding the effect of consignment and liquidation  sales for 2004 and
2003, gross profit increased $2.5 million. Gross margin, excluding the effect of
consignment and liquidation sales, increased 6.1% from 18.5% in 2003 to 24.6% in
2004.  This  improvement  in overall  gross margin was, in part,  due to renewed
emphasis  placed on the  profitability  of each product  sold and the  increased
standard profit levels implemented. In addition, due to the relative consistency
of overall gold pricing  throughout 2004 the impact of the change in gold prices
throughout 2004 had minimal impact to profitability  compared to the unfavorable
impact estimated to range between $200,000 and $250,000 in 2003.

In  December  2004,  the  Company  recorded  through its reserve for bad debts a
charge against earning of approximately $158,000 representing  approximately 25%
of the total  balance due from a customer  who filed for  Chapter 11  bankruptcy
protection  on January 14,  2005.  The Company is a  participant  in the secured
vendor  program  with this  customer  and does  maintain  a  secondary  security
interest behind the financial  institutions.  The Company feels that the reserve
provided is adequate based on the information available at this time.

Moving  forward  into 2005 the  Company is  confident  that it has  returned  to
profitability on an ongoing basis. The Company continues to explore alternatives
to reduce  production  costs such as moving certain  production  functions where
feasible overseas and maintaining lean overhead support levels.



<PAGE>


                              IWI Holding Limited
                   Notes to Consolidated Financial Statements
                  Years Ended December 31, 2004, 2003 and 2002

Note 3 - Summary of Significant Accounting Policies

Basis of Presentation

The  consolidated  statements  include  the  accounts  of the  Company  and  its
subsidiary.  All intercompany  accounts and transactions have been eliminated in
consolidation.

Receivables

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

Inventories

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

As of December 31, 2004 and 2003, the inventory  valuation  reserve was $949,000
and  $828,000,  respectively.  The  Company  recorded  an expense  of  $308,000,
$388,000 and $508,000  during 2004,  2003 and 2002,  respectively  to adjust the
inventory  value  to  lower  of  cost  or  market  and  to  provide  for  future
liquidations.

Revenue Recognition

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

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.

Commissions

The  Company  reserves  commissions  paid based on sales to  customers  based on
specific contractual agreements.  These reserves are calculated based upon sales
by customer,  and adjusted  monthly to reflect  increases  and decreases in each
customer's sales and payments.

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.


<PAGE>

                              IWI Holding Limited
                   Notes to Consolidated Financial Statements
                  Years Ended December 31, 2004, 2003 and 2002

Note 3 - Summary of Significant Accounting Policies (Continued)

Fair Value of Financial Instruments

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

Accounting Estimates

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

Stock-Based Compensation

In prior  years,  the Company 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  accounted  for  stock  option  grants  in
accordance  with APB Opinion No. 25,  "Accounting for Stock Issued to Employees"
and,  accordingly,  recognized  no  compensation  expense  for the stock  option
grants.  As of  December  31,  2004  and  2003,  there  were  no  stock  options
outstanding.

Advertising Costs

The Company expenses all advertising  costs as incurred.  Advertising costs were
approximately  $933,000,   $449,000  and  $544,000  for  2004,  2003  and  2002,
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.  The  gains or losses  during  the  years  presented  are not
significant.

Income Per Common Share

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


<PAGE>


IWI Holding Limited
Notes to Consolidated Financial Statements
Years Ended December 31, 2004, 2003 and 2002

Note 3 - Summary of Significant Accounting Policies (Continued)

Segment Information

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

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

Comprehensive Income

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

New Accounting Pronouncements

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

In November 2004,  the FASB issued SFAS Statement No. 151 "Inventory  Costs - An
amendment  of ARB No.  43,  Chapter  4." This new  standard  is the  result of a
broader  effort  by the  FASB to  improve  financial  reporting  by  eliminating
differences  between  GAAP  in the  United  States  and  GAAP  developed  by the
International  Accounting  Standards Board (IASB).  As part of this effort,  the
FASB and the IASB identified  opportunities  to improve  financial  reporting by
eliminating   certain  narrow  differences  between  their  existing  accounting
standards.  Statement No. 151 clarifies  that abnormal  amounts of idle facility
expense, freight, handling costs and spoilage should be expensed as incurred and
not  included  in  overhead.  Furthermore,   Statement  No.  151  requires  that
allocation of fixed production  overheads to conversion costs should be based on
normal  capacity of the production  facilities.  The provisions in Statement No.
151 are effective for inventory  costs  incurred  during fiscal years  beginning
after June 15,  2005.  Companies  must  apply the  standard  prospectively.  The
adoption  of SFAS  Statement  No. 151 is not  expected  to have an impact on the
Company's consolidated financial position or results of operations.

In December  2004,  the FASB issued SFAS No. 123  (Revised  2004),  "Share-Based
Payments."  The new FASB rule  requires that the  compensation  cost relating to
share-based payment transactions be recognized in the financial statements. That
cost  will be  measured  based on the  fair  value of the  equity  or  liability
instruments  issued.  Public entities (other than those filing as small business
issuers) will be required to apply Statement No. 123R as of the first interim or
annual  reporting  period that begins after June 15, 2005.  Public entities that
file as small business  issuers will be required to apply  Statement No. 123R in
the first  annual  reporting  period that begins after  December  15, 2005.  For
nonpublic  entities,  Statement  No. 123R must be applied as of the beginning of
the first annual  reporting  period  beginning  after  December  15,  2005.  The
adoption of SFAS  Statement  No. 123 (Revised) is not expected to have an impact
on the Company's consolidated financial or results of operation.
<PAGE>

In December 2004, the FASB issued SFAS Statement No. 153 "Exchanges of
Nonmonetary Assets - An Amendment of APB Opinion No. 29." This new standard is
the result of a broader effort by the FASB to improve financial reporting by
eliminating differences between GAAP in the United States and GAAP developed by
the International Accounting Standards Board (IASB). As part of this effort, the
FASB and the IASB identified opportunities to improve financial reporting by
eliminating certain narrow differences between their existing accounting
standards. Statement 153 amends APB Opinion No. 29, "Accounting for Nonmonetary
Transactions", that was issued in 1973. The amendments made by Statement 153 are
based on the principle that exchanges of nonmonetary assets should be measured
based on the fair value of the assets exchanged. Furthermore, the amendments
eliminate the narrow exception for nonmonetary exchanges of similar productive
assets and replace it with a broader exception for exchanges of nonmonetary
assets that do not have "commercial substance." Previously, Opinion 29 required
that the accounting for an exchange of a productive asset for a similar
productive asset or an equivalent interest in the same or similar productive
asset should be based on the recorded amount of the asset relinquished. The
provisions in Statement 153 are effective for nonmonetary asset exchanges
occurring in the fiscal periods beginning after June 15, 2005. The adoption of
SFAS Statement No. 153 is not expected to have an impact on the Company's
consolidated financial position or results of operation.

Note 4 - Credit Arrangements

On May 29, 2003, the Company entered into a credit agreement with a
new financial institution whereby the Company can borrow up to $5.0 million,
plus the seasonal over-line amount of $1.5 million, payable on demand. The total
credit facility is governed by a formula, as defined in the agreement, based
principally on accounts receivable and inventory levels. This agreement
provides, among other things, that the credit facilities are collateralized by
substantially all the assets of the Company with an approximate net book value
of $17.5 million. Under this borrowing facility, interest is calculated at .75%
over prime with respect to the revolving loan and 1.0% over prime for the loan
during the seasonal over-line. An officer of the Company personally guarantees
up to $1,000,000 of the borrowings.

The agreement contains certain reporting and financial covenants, which the
Company is required to maintain. The credit agreement matures in two years, or
may be accelerated or called by the lender upon certain events as specified in
the loan agreement. However, it is management's expectation that this agreement
will be renewed by the bank or that a similar arrangement with another lender
will be concluded.

On June 1, 2004 the credit agreement was amended whereby the
Company can borrow up to $6.5 million. As a result of this agreement the
seasonal over-line was eliminated. Under this amended borrowing facility,
interest is calculated at 2.0% over prime.

<PAGE>


IWI Holding Limited
Notes to Consolidated Financial Statements
Years Ended December 31, 2004, 2003 and 2002

Note 4 - Credit Arrangements (Continued)

As  of  December  31,  2004,   borrowings   under  this  credit  agreement  were
approximately $5,583,000. Maximum additional available borrowings on the line of
credit were $917,000, subject to borrowing base availability, as of December 31,
2004.

Note 5 - Preferred Stock

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

Note 6 - Stock Option Plans

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

Note 7 - Related Party Transactions


Since 1998, some of the Company's products were purchased from a manufacturer in
Hong Kong, which is managed by a relative of an officer of the Company. For
2004, 2003 and 2002, the Company's purchases from this manufacturer were
approximately $7,887,000, $7,394,000 and $6,793,000, respectively.

The Company
uses outside entities to pursue most of its sales, because it has proven to be
both effective and economical. The stakeholders of a primary outside sales
entity are an officer of the Company and a family member of such officer. All
negotiations of pricing, compensation, contracts or any other matters involving
this entity are conducted by persons other than the related party officer.
Commission expense of the Company associated with this entity, was $724,000,
$545,000 and $697,000 respectively. Selling expenses such as salaries, travel,
entertainment etc. are borne directly by the sales entity.

Notes Payable to Employees, Related Parties
Notes payable to employees and related parties reflect loans made to the Company
from employees and relatives of employees to enhance the cash flow of the
Company. These notes mature annually at December 31, but may be renewed if the
Company and individual agree to renew. These notes may be prepaid without
penalty. Interest was accrued and paid on these notes at a rate of 7.5% in 2004
and 10.0% in 2003. The notes outstanding at December 31, 2004 were renewed on
January 1, 2005 and expire on December 31, 2005.


<PAGE>


IWI Holding Limited
Notes to Consolidated Financial Statements
Years Ended December 31, 2004, 2003 and 2002

Note 8 - Income Taxes

The following table summarizes income taxes (benefits):

(In Thousands)                            Year Ended December 31
                                  2004            2003            2002
                                 ------          ------          ------
Current
    U.S. federal                  $ -              $ -            $ -
    U.S. state                      -                -              -
    Other                           -                -              -

Deferred
    U.S. federal                    -                -            (29)
    U.S. state                      -                -             (7)
    Other                           -                -              -

                                    -                -            (36)
Income Tax Benefit                  -                -            (36)

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

                                        Year Ended December 31
                                2004            2003            2002
                               -----           ------          ------
U.S. federal statutory tax rate 34%              34%             34%
Change in valuation allowance  (35)             (35)            (55)
Other                            1                1               6
Consolidated Effective Tax Rate  - %              - %           (15)%
<PAGE>

                               IWI Holding Limited
                   Notes to Consolidated Financial Statements
                              Years Ended December
                             31, 2004, 2003 and 2002

Note 8 - Income Taxes (Continued)

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

(In Thousands)                            2004             2003

Deferred Tax Assets

Net operating and capital loss
carry forward                           $ 2,682            $ 2,991
Accounts receivable                         232                208
Inventories                                 464                418
Property and equipment                      212                118
Accrued expenses                              -                 18
Deferred Tax Liability
Accrued expenses                           (155)                 -
                                         --------           -------
                                          3,435              3,753
Less: Valuation allowance                (3,279)            (3,597)
                                         --------           -------
Net Deferred Tax Asset                    $ 156              $ 156
                                         ========           =======

In  accordance  with the  provisions  of  Internal  Revenue  Code  Section  382,
utilization of the Company's net operating loss carry forward is estimated to be
limited to  approximately  $111,000  per year  because of a change in  corporate
ownership.  However,  because  some of the net  operating  losses were  incurred
during part of fiscal year 1998 and all of 1999 when the Section 382  limitation
did not apply,  the company has  approximately  $5,400,000 of net operating loss
carry forward  available  for immediate use as of December 31, 2004.  Because of
the Section 382  limitation,  the portion of the  Company's  total net operating
loss carry  forward that may be utilized  through  expiration is estimated to be
approximately  $7,000,000.  This net  operating  loss  carryforward  will expire
through 2023. The Company also had a capital loss  carryforward of approximately
$2,300,000, which expired in 2003.
<PAGE>

Note 9 - Supplemental Cash Flow Information (In Thousands)

                                        Year Ended December 31
                                  2004            2003            2002

Cash paid for interest           $ 334           $ 297          $ 246
<PAGE>


Note 10 - Employee Benefit Plan

The  Company  sponsors  a  defined-contribution   profit-sharing  plan  covering
substantially  all full-time  employees who have  completed one year of service.
Company contributions to the plan are discretionary,  determined by the Board of
Directors and fully vest to employees  upon  completion of six years of service.
The  Company  also  has  a  voluntary  401(k)  savings  plan.  Participants  may
contribute up to 15% of their compensation to this plan. The Company matching to
this plan is  discretionary  and  decided  annually  by the Board of  Directors.
Participant  and  employer-matched  contributions  to the Plan are 100%  vested.
Company  contributions to these plans were  approximately  $30,000,  $61,000 and
$57,000 in 2004, 2003 and 2002, respectively.

Note 11 - Significant Customers The Company derived 44% and 18% of its net sales
from two customers  during 2004. The Company derived 36%, 20% and 12% of its net
sales from three customers during 2003 and 26%, 26% and 21% from three customers
in 2002. The receivable  balances for significant  customers were $7,439,000 and
$3,852,000 as of December 31, 2004 and 2003, respectively.
<PAGE>

Note 12 - Commitments and Contingencies

Litigation

The Company is a codefendant in a class action lawsuit  brought by a stockholder
in 1996 who alleges the Company misrepresented its financial position in interim
financial  statements.  The  original  suit seeks  damages of $11  million.  The
Company has repeatedly disputed the stockholder's  allegations and believes that
they will ultimately prevail in the litigation. The parties reached an agreement
in principal to settle the claim for a  significantly  lesser amount,  which was
accrued for in 1999. The  settlement  agreement is subject to court approval and
the Company may decline to proceed with the agreement if a significant number of
class  members  "opt out" of the  settlement.  As of December 31, 2004 there has
been no  response  from  counsel for the class  action  lawsuit or from the lead
plaintiff.
<PAGE>

                                  IWI Holding
               Limited Notes to Consolidated Financial Statements
                  Years Ended December 31, 2004, 2003 and 2002

Note 12 - Commitments and Contingencies (Continued)

Operating Leases

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

The future minimum lease  payments  required under this lease as of December 31,
2004, approximates the following (in thousands):

Year Ending December 31, 2005             $ 179
                         2006               184
                         2007                16
                                          $  379

Rent expense included in the accompanying  statements of operations  amounted to
$221,000, $187,000 and $190,000 for 2004, 2003 and 2002, respectively.


Employment Agreements

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

The future minimum annual compensation payments as
required under the agreement as of December 31, 2004, approximated the following
(in thousands):

                        2005       $ 280
                        2006         163
                                   $ 443

Note 13 - Reclassification

For comparability, the 2003 financial statements reflect reclassifications where
appropriate to conform to the consolidated financial statement presentation used
in 2004.
<PAGE>

Schedule l
IWI Holding Limited Condensed Financial

Information of Registrant Balance Sheets December 31, 2004 and 2003
Assets
                                                2004                  2003
                                               ------                ------
Cash                                          $ 1,000               $ 1,000
Due from affiliate                            500,000               500,000
Investments in wholly owned
subsidiaries                                1,161,000               930,000
Total Assets                              $ 1,662,000           $ 1,431,000
Stockholders' Equity Preferred
stock - $1 par value; authorized
- 5,000,000 shares; issued and
outstanding - 3,644,880 shares            $ 3,644,880           $ 3,644,880
Common stock - No par value;
authorized - 10,000,000 shares; issued
and outstanding - 2,544,700 shares                  -                     -
Additional paid-in capital                 12,446,120            12,446,120
Accumulated deficit                       (14,429,000)          (14,660,000)
                                          $ 1,662,000           $ 1,431,000

Statements of Income and Accumulated Deficit

                                              2004                    2003
                                             -------                 -------

Equity in net income of subsidiaries       $ 231,000           $ (1,904,000)
Accumulated deficit, beginning of year   (14,660,000)           (12,756,000)
Accumulated deficit, end of year       $ (14,429,000)          $(14,660,000)

Note 1 - Basis of Presentation

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


<PAGE>

                                  Schedule ll
                              IWI Holding Limited
                 Valuation and Qualifying Accounts Years Ended
                        December 31, 2004, 2003 and 2002

<TABLE>

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

Year Ended December
31, 2002

Allowance for
Doubtful Accounts      $ 546,000        53,000              -           31,000 (1)      $ 568,000
Inventory Valuation
Allowance            $ 1,067,000       508,000              -          502,000 (2)    $ 1,073,000
Deferred Income Tax
Valuation Allowance  $ 3,745,000             -              -          133,000 (3)    $ 3,612,000

Year Ended December
31, 2003

Allowance for
Doubtful Accounts      $ 568,000       (32,000)             -            4,000 (1)       $532,000
Inventory Valuation
Allowance            $ 1,073,000       388,000              -          633,000 (2)       $828,000
Deferred Income Tax
Valuation Allowance  $ 3,612,000             -              -           15,000 (3)     $3,597,000

Year Ended December
31, 2004

Allowance for
Doubtful Accounts      $ 532,000       351,000              -          287,000 (1)      $ 596,000
Inventory Valuation
Allowance              $ 828,000       308,000              -          187,000 (2)      $ 949,000
Deferred Income Tax
Valuation Allowance  $ 3,597,000             -              -          318,000 (3)    $ 3,279,000
</TABLE>

(1) Write-off of uncollectible accounts
(2) Inventory losses realized
(3) Decreases in deferred tax assets IWI page 38 page 39 (This
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