<PAGE>

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

                                   FORM 10-QSB

 (X) Quarterly  report  pursuant to Section 13 or 15(d) of the  Securities and
Exchange Act of 1934.

                For the quarterly period ended June 30, 2000.

 ( ) Transition report pursuant to Section 13 or 15(d) of the Exchange
Act for the transition period from _________________ to ____________ .



                             Commission File Number:  333-93767

                       BRILLIANT SUN INDUSTRY CO.
                      ----------------------------------
              (Exact name of registrant as specified in charter)

          Florida                                     59-3651810
          -------                                     -------
(State of Incorporation)                        (I.R.S. Employer I.D. No)

                     2503 W. Gardner Ct., Tampa, FL 33611
                     ------------------------------------
                   (Address of Principal Executive Offices)

                                 (813) 831-9348

                                --------------
             (Registrant's Telephone Number, Including Area Code)


Check whether the registrant:  (1) has filed all reports required to be filed by
Section by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days.

                                YES ( ) NO ( X )

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
stock as of July 31, 2000.

                             2,000,000 Common Shares

Transitional Small Business Disclosure Format:

                                 YES ( ) NO (X)


                                        1

<PAGE>

                       BRILLIANT SUN INDUSTRY CO.

                              INDEX TO FORM 10-QSB

PART I.     FINANCIAL INFORMATION

Item 1.     Financial Statements (unaudited)

            Balance Sheets as of June 30, 2000 and December 31, 1999.......  3

            Statements  of  Operations  for the three and six month periods
            ended June 30, 2000 and the period  May 4, 1999
            (date of  incorporation) to June 30, 1999 and 2000.............  4

            Statement of Stockholders' Equity for the six months
            ended Juen 30, 2000............................................  5

            Statement  of Cash Flows for the three and six months ended
            June 30, 2000 and the period May 4, 1999 (date of
            incorporation)  to June 30, 1999 and 2000.....................   6

            Notes to Financial Statements..................................   7

Item 2.     Management's Discussion and Analysis of Financial Condition and
            Results of Operations or Plan of Operations....................   9


PART II.    OTHER INFORMATION

Item 1.     Legal Proceedings..............................................  12
Item 2.     Changes in Securities..........................................  12
Item 3.     Defaults Upon Senior Securities................................  12
Item 4.     Submission of Matters to a Vote of Securities Holders..........  12
Item 5.     Other Information..............................................  12
Item 6.     Exhibits and Reports on Form 8-K...............................  12

Signatures

                                        2

<PAGE>

                       Brilliant Sun Industry Co.
                        (A Development Stage Enterprise)

                                  BALANCE SHEET

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


                                                        June 30,      December
                                                          2000        31, 1999
     ASSETS                                            (Unaudited)
     ------                                            -----------   -----------

     TOTAL ASSETS                                        $     -       $     -
                                                       ===========   ===========


     LIABILITIES AND STOCKHOLDERS' EQUITY

        TOTAL LIABILITIES                                $   750       $ 1,000
                                                       -----------   -----------

     STOCKHOLDERS' EQUITY:
       Common stock - no par value: 50,000,000 shares
        authorized; 2,000,000 shares issued and
        outstanding                                           79            79
       Preferred stock - no par value: 20,000,000
        shares authorized; no shares issued and
        outstanding                                            -             -
       Additional paid in capital                          7,000         4,000
       Deficit accumulated during the development stage   (7,829)       (5,079)
                                                       -----------   -----------
            Total stockholders' equity                    (  750)       (1,000)
                                                       -----------   -----------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $     -       $     -
                                                       ===========   ===========



     ---------------------------------------------------------------------------
     SEE NOTES TO FINANCIAL STATEMENTS.




                                        3

<PAGE>

                   Brilliant Sun Industry Co.
                    (A Development Stage Enterprise)

                        STATEMENTS OF OPERATIONS
                              (Unaudited)

     ---------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                    Period         Period
                                                                   May 4,          May 4,
                                           Six       Three        1999 (date     1999 (date
                                          Months     Months           of             of
                                          Ended      Ended       incorporation)  incorporation)
                                        June 30,    June 30,       to June         to June
                                          2000       2000          30, 1999        30, 2000
                                        --------- -----------   -------------   -------------
     <S>                                <C>       <C>           <C>             <C>
     EXPENSES:
       Professional fees and expenses     $ 2,750  $ 1,750       $   3,000       $   7,750
       Organizational costs                     -        -              79              79
                                        --------- -----------   -------------   -------------

     NET LOSS                             $ 2,750  $ 1,750       $   3,079       $   7,829
                                        ========= ===========   =============   =============

     NET LOSS PER SHARE                   $  0.00  $  0.00       $    0.00       $    0.01
                                        ========= ===========   =============   =============

</TABLE>

     ---------------------------------------------------------------------------
     SEE NOTES TO FINANCIAL STATEMENTS.




                                        5

<PAGE>

                           Brilliant Sun Industry Co.
                        (A Development Stage Enterprise)

                        STATEMENT OF STOCKHOLDERS' EQUITY

                   For the six months ended June 30, 2000
                                   (Unaudited)

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


<TABLE>
<CAPTION>

                                                                   Deficit
                                                                   Accumulated
                                                      Additional   During the
                                 Common Stock          Paid in     Development
                              Shares       Value       Capital        Stage         Total
                             ---------    --------   -----------   -----------   -----------
<S>                          <C>         <C>        <C>           <C>            <C>
Balances,December 31, 1999   2,000,000   $     79     $   4,000    $    (5,079)    $  (1,000)

Capital contribution                -           -         1,000              -         1,000

Capital Contribution of Services    -           -         2,000              -         2,000

Net loss for the six
 months ended June 30, 2000         -           -             -          (2,750)      (2,750)
                             ---------    --------    ----------   ------------   -----------

Balances June 30, 2000       2,000,000   $     79     $   7,000     $    (7,829)   $  (  750)
                             =========   =========    ==========   ============   ===========


</TABLE>

--------------------------------------------------------------------------------
SEE NOTES TO FINANCIAL STATEMENTS.




                                        6

<PAGE>

                           Brilliant Sun Industry Co.
                        (A Development Stage Enterprise)

                             STATEMENT OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                    Period         Period
                                                                     May 4,        May 4,
                                            Six       Three        1999 (date     1999 (date
                                           Months     Months           of             of
                                           Ended      Ended       incorporation)  incorporation)
                                          June 30,    June 30,       to June         to June
                                            2000       2000          30, 1999        30, 2000
                                          --------- -----------   -------------   -------------
<S>                                        <C>       <C>           <C>             <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                   $ (2,750)   $ (1,750)  $  (3,079)      $  (7,829)
 Adjustments to reconcile net loss to
cash used in operating activities:
  Increase (decrease)in accrued expenses         (250)       750       1,000             750
  Contributed services and expenses             2,000      1,000       2,000           6,000
                                           ----------  ---------- -----------     -----------
NET CASH USED IN OPERATING ACTIVITIES          (1,000)         -         (79)         (1,079)
                                           ----------  ---------- -----------     -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from the issuance of common stock        -          -          79              79
  Capital Contribution                          1,000          -           -           1,000
                                           ----------  ---------- -----------     -----------
CASH PROVIDED BY FINANCING ACTIVITIES           1,000          -          79           1,079
                                           ----------  ---------- -----------     -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS           -          -           -               -

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD      -          -           -               -
                                           ----------  ---------- -----------     -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD        $   -     $    -     $     -       $       -
                                           ==========  ========== ===========     ===========


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

    Interest paid                               $   -     $    -     $     -       $       -
                                           ==========  ========== ===========     ===========

    Taxes paid                                  $   -     $    -     $     -       $       -
                                           ==========  ========== ===========     ===========
</TABLE>

-------------------------------------------------------------------------------
SEE NOTES TO FINANCIAL STATEMENTS.




                                        7

<PAGE>

                           Brilliant Sun Industry Co.
                        (A Development Stage Enterprise)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE A - FORMATION AND OPERATIONS OF THE COMPANY

Brilliant Sun Industry Co. ("we",  "us", "our") was incorporated  under the laws
of the  state  of  Florida  on  May 4,  1999.  We  are  considered  to be in the
development stage, as defined in Financial  Accounting Standards Board Statement
No. 7. We intend to investigate and, if such investigation  warrants,  engage in
business  combinations.  Our planned  principal  operations  have not commenced,
therefore accounting policies and procedures have not yet been established.

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

Our accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principals for interim financial information
and the  instructions  to Form  10-QSB  and Rule 10-1 of  Regulation  S-X of the
Securities and Exchange  Commission  (the"SEC").  Accordingly,  these  financial
statements  do not include all of the footnotes  required by generally  accepted
accounting principals. In the opinion of management, all adjustments (consisting
of  normal  and  recurring   adjustments)   considered   necessary  for  a  fair
presentation have been included.  Operating results for the three and six months
ended June 30, 2000 are not  necessarily  indicative  of the results that may be
expected for the year ended December 31, 2000.

NOTE B - GOING CONCERN

The  accompanying  financial  statements  have been  prepared on a going concern
basis,  which  contemplates  the  realization of assets and the  satisfaction of
liabilities in the normal course of business.  We have an accumulated deficit of
$7,829 as of June 30, 2000.  We do not currently  engage in business  activities
that  provide  any cash flow,  accordingly  our  ability to  continue as a going
concern is dependent on our management's  ability to fund our cash  requirements
until a business  combination is closed. These factors among others may indicate
that we will be unable to continue as a going concern for a reasonable period of
time.

The financial  statements do not include any adjustments that might be necessary
if we are unable to continue as a going concern.

                                        8

<PAGE>

NOTE C - INCOME TAXES

During  the  period May 4, 1999 (date of  incorporation)  to June 30,  2000,  we
recognized losses for both financial and tax reporting purposes. Accordingly, no
deferred  taxes  have  been  provided  for  in  the  accompanying  statement  of
operations.

NOTE D - RELATED PARTY TRANSACTION

Our President, who is also a shareholder, has agreed, in writing, to fund all of
our expenses  until such time as an acquisition  transaction is closed.  None of
these  funds  expended  on our behalf  will be  reimbursable  to our  President,
accordingly  these  amounts  will be reflected in our  financial  statements  as
contributed capital.

NOTE E - PROPOSED MERGER

The Company has entered into a merger agreement with Yi Wan Group, Inc. which it
anticipates  will close in the year  2001.  In  conjunction  with the merger the
Company  has  agreed  to effect  an  exchange  of  shares  whereby  the  current
shareholders of the Company may retain  approximately  three percent (3%) of the
number of shares  outstanding after such closing and will be paid  approximately
$45,000 for expenses and services related to the merger.


                                       9

<PAGE>

Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The following  discussion and analysis  should be read in  conjunction  with the
balance sheet as of December 31, 1999 and the financial statements as of and for
the three and  six-months  ended June 30, 2000, and the period May 4, 1999 (date
of inception) to June 30, 1999 and June 30, 2000 included with this Form 10-QSB.
The Company did not have  significant  operations  during the three months ended
June 30, 1999 or for the period May 4, 1999 (date of inception) to June 30, 1999
and as such this analysis does not include any  additional  discussion as of and
for such periods.

The  following  discussion  and  analysis  should  be read in  conjunction  with
financial statements as of and for the periods ended June 30, 2000 included with
this Form 10-QSB.

We are  considered  to be in the  development  stage  as  defined  in  Financial
Accounting  Standards  Board  Statement  No. 7, and have neither  engaged in any
operations  nor generated any revenues to date. We have no assets.  Our expenses
from inception through June 30, 2000, all funded by capital  contributions  from
management, are $7,829.

Substantially all of our expenses that must be funded by management will be from
our  effort s to  identify  a  suitable  acquisition  candidate  and  close  the
acquisition.  Management  has agreed in  writing  to fund our cash  requirements
until an  acquisition  is closed.  So long as  management  does so, we will have
sufficient funds to satisfy our cash requirements.  This is primarily because we
anticipate  incurring  no  significant  expenditures.  Before the  closing of an
acquisition,  we anticipate our expenses to be limited to accounting fees, legal
fees, telephone, mailing, filing fees and occupational license fees.

We do not intend to seek additional financing.  At this time we believe that the
funds to be provided by management will be sufficient for funding our operations
until we find an acquisition and therefore do not expect to issue any additional
securities before the closing of a business combination.

Readers   are   referred   to  the   cautionary   statement,   which   addresses
forward-looking statements made by the Company.

                                       10
<PAGE>

MERGER TRANSACTIONS

We have agreed to merge with Yi Wan Group,  Inc.  The total  number of shares of
common stock Brilliant Sun will issue to all of the Yi Wan Group shareholders in
the merger is  15,762,500.  This number will  represent  97% of the  outstanding
Brilliant Sun common stock after the merger.

Brilliant Sun had 2,000,000 shares of its common stock issued and outstanding at
December 31, 2000 owned  equally by two  shareholders,  Michael T.  Williams and
Yale Yu. In connection with the merger, we agreed to effect a reverse split such
that Mr.  Williams  plus his  extended  family and Mr. Yu will each own  247,350
shares  prior to the closing of the merger.  Accordingly,  there will be 487,500
shares  of  Brilliant  Sun  common  stock  outstanding.  None of the  shares  of
Brilliant Sun common stock  outstanding  prior to the closing of the merger will
be  converted  or  otherwise  modified  in the merger and all of such shares not
otherwise  retained by our stockholders as provided in the merger agreement will
be outstanding capital stock of Brilliant Sun after the closing of the merger.

As a result of this  transaction,  Brilliant Sun will have 16,250,000  shares of
common stock outstanding.

MERGER APPROVALS

 In June, 2000, Brilliant Sun's board of directors approved the merger proposal.
All of our stockholders approved the merger proposal on the same date.

 In June  2000,  Yi Wan Group 's board of  directors  unanimously  approved  the
merger  proposal.  Based  upon the  ownership  of more  than 50% of Yi Wan Group
common stock by officers,  directors and affiliates, it appears that a favorable
vote by stockholders  of Yi Wan Group is assured.  No consents will be solicited
or  accepted  until  after  the  effective  date  of an  information  statement/
prospectus filed on Form S-4.

BULLETIN BOARD LISTING

Brilliant Sun Industry Co. will be subject to the reporting  requirements of the
Securities  Exchange Act of 1934 in the calendar year in which the merger closes
because it filed this  registration  statement.  It  intends to  continue  to be
subject to those requirements in subsequent years by filing before the effective
date of this  registration  statement  a form  8-A  electing  to be a  reporting
company subject to the requirements of the 1934 act.

Upon  closing of the merger,  our name's name will seek to become  listed on the
over-the-counter bulletin board under the symbol "BSUN." If and when listed, the
Yi Wan Group's  stockholders will hold shares of a publicly-traded  Yi Wan Group
corporation  subject to compliance  with the reporting  requirements of the 1934
act.

                                       11
<PAGE>

BACKGROUND OF THE MERGER

In May,  1999,  Mr.  Yale Yu,  President  of ITG and  Associates,  the  American
representative of the Yi Wan Group companies,  entered into discussions with Mr.
Michael T. Williams,  Esq.,  Brilliant Sun Industry Co.'s  attorney.  There were
several telephone calls between Mr. Yu and Mr. Williams during May, 1999 and Mr.
Yu visited Mr. Williams in Tampa once. All  discussions  concerned the structure
of the transaction and the fees involved.

Michael T.  Williams,  Esq. is the  principal  of Williams Law Group and acts as
president  and director of Brilliant Sun Industry Co., at the request of Mr. Yu,
for administrative convenience only.

Mr. Williams was originally  issued  1,000,000  shares of Brilliant Sun Industry
Co. upon formation. At the request of principals of the Yi Wan Group, Mr. Yu was
issued  1,000,000  shares upon  formation.  Mr.  Williams and Mr. Yu agreed to a
reverse  stock  split  prior to the close of the merger such that they will each
own 243,750 shares in the surviving company.

Mr. Yu  indicated  that Yi Wan Group had already  made a  strategic  decision to
promise  investors  and existing  shareholders  investment  liquidity  through a
reverse  merger with a shell  company that would  become  listed on the over the
counter bulletin board.

Mr.  Williams  told  Mr.  Yu that  his  law  firm,  Williams  Law  Group,  P.A.,
represented  shell  companies  that could meet Yi Wan Group's  requirements.  He
indicated that he was only acting as an attorney for the shell  corporation  and
that neither he nor his firm would not be  representing or advising Yi Wan Group
in any way in or about the proposed transaction.

REASONS FOR THE MERGER

Brilliant  Sun  Industry Co. is a private  company with no assets or  operations
originally  formed to  acquire a private  company  such as Yi Wan Group that had
made a  decision  to go  public  and  secure a listing  on the over the  counter
bulletin board through a reverse merger with a shell company.  Yi Wan Group goal
was to go public through that process and only through that process,  a decision
it had made before it contacted Brilliant Sun Industry Co.

In assisting Yi Wan Group to reach this goal,  Brilliant Sun Industry Co. had to
structure a transaction to meet two separate  requirements.  One is factual. The
other is legal. One is discretionary.  The other is mandatory. The discretionary
factual  requirement is imposed by Yi Wan Group. The mandatory legal requirement
is imposed by the NASD.

                                       12
<PAGE>

In adopting this  transaction  structure to meet both the requirements of Yi Wan
Group and the NASD, Brilliant Sun Industry Co. considered the following:

o     The board of Yi Wan Group has the legal right under  Florida  state law to
      require that the  transaction  be  structured  as a reverse  merger with a
      shell.

o     Yi Wan Group could go public  some way other than a reverse  merger with a
      shell.  But as the board in the proper  exercise of its  discretion  under
      Florida  state law in making a  business  judgment  has made its  decision
      concerning the method Yi Wan Group will utilize to go public,  this is not
      a relevant issue.

o     The  transaction  must  involve  the  filing  of a 1933  Act or  1934  Act
      registration  statement  in order for Yi Wan Group to secure a listing  on
      the over the counter bulletin board.

o     The use of a 1933 Act registration  statement is acceptable to the NASD in
      order to meet its requirements for listing.

o     The merger satisfies Yi Wan Group's requirement  concerning the way Yi Wan
      Group will go public.  But the merger has  nothing to do with  meeting the
      NASD's requirement for securing a listing on the over the counter bulletin
      board,  which is Yi Wan Group's  ultimate  goal in the  transaction.  This
      registration  statement,  not  the  merger,  satisfies  the  NASD  listing
      requirement.

      Factual Requirement

Yi Wan Group required that their going public  transaction must involve a merger
with a shell company. In order to meet this factual requirement, the transaction
was  structured to have Yi Wan Group acquired by Brilliant Sun Industry Co. in a
reverse  merger.  A  reverse  merger is a  transaction  in which  Brilliant  Sun
Industry  Co.  and not Yi Wan Group is the  surviving  company  after the merger
closes.

It is the board of Yi Wan  Group,  not some  third  party,  that has the  right,
indeed the duty,  under  Florida state law to make a  determination  as to which
method  of  going  public  is in the  best  interest  of Yi Wan  Group  and  its
stockholders.  The board  selected this process  rather than another  because it
determined that this process has a very valid business purpose:  In the minds of
its potential  investors,  its shareholders  and its management,  this method of
going public was well known,  universally  accepted and proven to be successful.
This method would therefore  enhance Yi Wan Group's ability to raise capital and
provide its investors and shareholders with liquidity.

                                       13
<PAGE>

      Legal Requirement

Although this  transaction  structure meets Yi Wan Group's factual  requirement,
the merger itself does nothing to meet the NASD's legal  requirement that Yi Wan
Group must become  subject to the  provisions  of section 15d of the 1934 Act to
meet the  listing  requirement  under  NASD Rule 6530.  According  to the NASD's
interpretation of the Rule, this requirement for listing is met by the filing of
a 1933 Act registration statement.

NASD Rule 6530 limits  quotations on the OTCBB to the securities of issuers that
make  current  filings  pursuant  to  Sections  13 and 15(d) of the 1934 Act. In
"Eligibility  Rule Q and A,"  January 21,  1999,  posted on the over the counter
bulletin board website at

http://www.otcbb.com/news/EligibilityRule/eligruleq&a.stm

the NASD advised companies that wanted to become listed on the over the
counter bulletin board that

In order to be required to make  filings  pursuant to Section 13 or 15(d) of the
Act, an issuer must register its class of securities under the Securities Act of
1933 or the Securities Exchange Act of 1934.

[emphasis added]

So clearly, a registration statement such as the Form S-4 filed under the 1933
Act meets the NASD's requirement for listing.

That same statement of the NASD indicates that Yi Wan Group must be a mandatory,
not a discretionary,  reporting  company.  Under section 15d of the 1934 Act and
related regulations and interpretations, that requirement is met for the year in
which this registration statement is declared effective. However, there may some
uncertainty as to the mandatory  reporting status  thereafter.  Accordingly,  to
avoid any  uncertainty  in this area,  Brilliant  Sun  Industry  Co. will file a
companion   registration   statement  on  Form  8-A,  the  form  prescribed  for
discretionary  registration  of securities  under section 12(g) of the 1934 Act.
The  filing of the  companion  registration  statement  on form 8-A will  assure
continued  compliance  with NASD Rule 6530 in the years after this  registration
statement  is  declared  effective,  so long as the  surviving  company  remains
current in its reporting requirements.

NASD  Rule  6530  is not  met  by the  merger.  It is  met  by  structuring  the
transaction to have the shares that are issued to Yi Wan Group's shareholders in
the  merger   registered  under  this  1933  Act   registration   statement  and
simultaneously registered under the 1934 Act on Form 8-A.

Although  this  transaction  structure  is  utilized  to  meet  Yi  Wan  Group's
requirement of going public through a reverse merger with a shell company,  the
registration  statement is not being filed  because of that  requirement.  It is
being filed because in order for Yi Wan Group to reach its goal of going public,
the  requirement  imposed  by the NASD has to be  satisfied.  The  registration
statement, and not the merger, is what meets that requirement.

                                       14
<PAGE>

Thus, by being  acquired by Brilliant Sun Industry Co. in a transaction in which
shares  that  are  issued  to Yi Wan  Group's  shareholders  in the  merger  are
registered  under  this  1933  Act  registration  statement  and  simultaneously
registered  under  the  1934  Act,  Yi Wan  Group  meets  both  the  NASD  legal
requirement  of going public - Rule 6530 - and its own factual  requirement  for
the way it wants to go public - a reverse merger with a shell company.

Interests of Certain Persons in the Merger

Upon the closing of the merger,  the current directors and executive officers of
Yi Wan Group will become the directors  and executive  officers of the surviving
corporation.

Mr. Williams' law firm will receive a fee of  $45,000 paid from the merger
fee.  He, his family members, and an employee 243,750 shares following the
merger.  Mr. Yu will retain 243,750 shares following the merger.  These
shares  will be registered for resale.  There is no reasonable assurance that
the shares will ever have any realizable value.

Additional  information  concerning this transaction has now been filed with the
SEC on our registration statement on Form S-4.


CAUTIONARY STATEMENT

This Form 10-QSB, press releases and certain information  provided  periodically
in writing or orally by the Company's  officers or its agents contain statements
which constitute forward-looking statements within the meaning of Section 27A of
the Securities Act, as amended and Section 21E of the Securities Exchange Act of
1934. The words expect,  anticipate,  believe, goal, plan, intend,  estimate and
similar  expressions and variations thereof if used are intended to specifically
identify  forward-looking  statements.  Those  statements  appear in a number of
places in this  Form  10-QSB  and in other  places,  particularly,  Management's
Discussion and Analysis of Financial  Condition and Results of  Operations,  and
include statements  regarding the intent,  belief or current expectations of the
Company,  its directors or its officers with respect to, among other things: (i)
the Company's  liquidity  and capital  resources;  (ii) the Company's  financing
opportunities and plans and (iii) the Company's future performance and operating
results.  Investors  and  prospective  investors  are  cautioned  that  any such
forward-looking  statements are not guarantees of future performance and involve
risks and  uncertainties,  and that actual  results may differ  materially  from
those  projected  in the  forward-looking  statements  as a  result  of  various
factors.  The factors that might cause such differences  include,  among others,
the  following:  (i) any  material  inability  of the  Company  to  successfully
identify, consummate and integrate the acquisition at reasonable and anticipated
costs to the Company; (ii) any material inability of the Company to successfully
internally develop its products; (iii) any adverse

                                       15
<PAGE>

effect or limitations caused by Governmental regulations;  (iv) any inability of
the Company to successfully  conduct its business in new markets;  and (v) other
risks  including those  identified in the Company's  filings with the Securities
and Exchange Commission. The Company undertakes no obligation to publicly update
or revise the  forward  looking  statements  made in this Form 10-QSB to reflect
events or  circumstances  after the date of this Form  10-QSB or to reflect  the
occurrence of unanticipated events.

                                       16
<PAGE>

                          PART II. - OTHER INFORMATION

Item 1. Legal Proceedings

        NONE

Item 2. Changes in Securities

        NONE

Item 3. Defaults Upon Senior Securities

        NONE

Item 4. Submission of Matters to a Vote of Securities Holders

        NONE

Item 5. Other Information

        NONE

Item 6. Exhibits and Reports on Form 8-K

        NONE

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

        January 30, 2001                           /s/ Michael T. Williams
       ------------------                        ----------------------------
            Date                                 Michael T. Williams, President



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