SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                           YIFAN COMMUNICATIONS, INC.
               (Exact name of Registrant as specified in charter)

                DELAWARE                                       34-1692323
    (State or other jurisdiction of                         (I.R.S. Employer
     incorporation or organization)                        Identification No.)

     41-60 Main Street, Suite 210
      Flushing, Queens, New York                                 11355
(Address of principal executive offices)                       (Zip Code)

                     AMENDED YEAR 2000 INCENTIVE STOCK PLAN
                    NON EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                      CONTRACTUAL COMPENSATORY STOCK GRANTS
                            (Full title of the Plan)

                           Sally A. Fonner, Secretary
                           Yifan Communications, Inc.
                               1612 North Osceola
                            Clearwater, Florida 33755
                         (address of agent for service)

                                 (727) 443-3434
          (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
===================================================================================================================
                                          CALCULATION OF REGISTRATION FEE
===================================================================================================================
                                                                   PROPOSED         PROPOSED
       TITLE OF                                   AMOUNT            MAXIMUM          MAXIMUM          AMOUNT OF
     SECURITIES TO                                 TO BE        OFFERING PRICE      AGGREGATE       REGISTRATION
   BE REGISTERED (1)                            REGISTERED       PER SHARE (2)    OFFERING (1)           FEE
===================================================================================================================
<S>                                            <C>                <C>           <C>                <C>
Common Stock underlying Amended
Year 2000 Incentive Stock Plan (3)                1,500,000          $6.80         $10,200,000        $3,517.24
Common Stock underlying Non-Employee
Directors' Stock Option Plan (4)                    500,000           6.80           3,400,000         1,172.41
Contractual Compensatory Stock Grants               540,000           0.89             400,500           138.10
===================================================================================================================
Totals                                            2,040,000                        $14,000,500        $4,827.75
===================================================================================================================
<FN>
(1)    Pursuant to Rule 416, this Registration Statement also covers such number
       of additional shares of Common Stock as may become available for issuance
       in  the  event  of  certain  changes  in  outstanding  shares,  including
       reorganizations,  recapitalizations,  stock splits,  stock  dividends and
       reverse stock splits.

(2)    Estimated pursuant to Rule 457(h) solely for the purpose of computing the
       registration  fee and based  upon the price at which the  options  may be
       exercised.

(3)    Includes all shares of Common Stock issuable pursuant to the Amended Year
       2000 Incentive Stock Plan, which permits issuance of Common Stock through
       various incentive awards.

(4)    Includes all shares of Common Stock issuable pursuant to the Non-employee
       Directors' Stock Option Plan.

</FN>
</TABLE>


<PAGE>



                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document(s)  containing the information concerning the Amended Year
2000 Incentive Stock Plan, the Non-employee Directors' Stock Option Plan and the
Contractual  Compensatory  Stock  Grants  of  Yifan  Communications,  Inc.  (the
"Company"),  required by Item 1 of Form S-8 and the statement of availability of
Registrant Information, Plan Information, and other information required by Item
2 of Form S-8 will be sent or given to  participants  as  specified  by Rule 428
under the Securities Act of 1933, as amended  ("Securities  Act"). In accordance
with Rule 428 and the requirements of Part I of Form S-8, such documents are not
being filed with the  Securities  and  Exchange  Commission  (the  "Commission")
either  as part of  this  Registration  Statement  on  Form  S-8  ("Registration
Statement") or as  prospectuses or prospectus  supplements  pursuant to Rule 424
under the Securities Act. The Registrant shall maintain a file of such documents
in accordance  with the  provisions of Rule 428.  Upon request,  the  registrant
shall  furnish  to the  Commission  or its  staff a copy or copies of all of the
documents included in such file.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The contents of the following  documents  filed with the  Commission by
Yifan Communications, Inc., a Delaware corporation formerly known as Smart Games
Interactive, Inc. are incorporated by reference into this Registration Statement
by reference and shall be deemed to be a part thereof:

       (a)    The Annual Report on Form 10-KSB filed by Smart Games Interactive,
              Inc. for the year ended December 31, 1999.

       (b)    The following  reports filed pursuant to Section 13(a) or 15(d) of
              the  Securities  Exchange Act of 1934,  as amended (the  "Exchange
              Act") since the end of the fiscal year ended December 31, 1999:

              (i)    The  Quarterly  Report on Form 10-QSB  filed by Smart Games
                     Interactive,  Inc.  for the 3-month  period ended March 31,
                     2000

              (ii)   The  Quarterly   Report  on  Form  10-QSB  filed  by  Yifan
                     Communications,  Inc. for the 3- and 6-month  periods ended
                     June 30, 2000

              (iii)  The  Current  Report  on Form  8-K  filed  by  Smart  Games
                     Interactive, Inc. on April 17, 2000

              (iv)   The   Current   Report   on  Form   8-K   filed   by  Yifan
                     Communications, Inc. on July 31, 2000

              (v)    The   Current   Report   on  Form   8-K   filed   by  Yifan
                     Communications, Inc. on August 17, 2000

              (vi)   The   Current   Report   on  Form   8-K   filed   by  Yifan
                     Communications, Inc. on September 25, 2000

              (vii)  The Information  Statement Pursuant to Section 14(f) of the
                     Securities  Exchange Act of 1934 and Rule 14f-1  Thereunder
                     filed by Yifan Communications, Inc. on August 2, 2000

              (viii) The Information  Statement Pursuant to Section 14(c) of the
                     Securities   Exchange  Act  of  1934  and   Regulation  14C
                     Thereunder filed by Yifan Communications, Inc. on September
                     1, 2000

       (c)    Not applicable.

       All  documents  subsequently  filed by the  Company  pursuant  to Section
13(a),  13(c),  14 and 15(d) of the Exchange Act  subsequent to the date of this
Registration Statement and prior to the filing of a post-effective  amendment to
this  Registration  Statement which  indicates that all securities  offered have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be  incorporated  herein by reference and to be a part hereof from the
date of filing of such documents. The Company will provide, without charge, each
participant  in the 1997  Compensatory  Stock Grant and each  participant in the
1999  Compensatory  Stock Grants,  upon written or oral request  directed to the
Company's Secretary at the Company's executive offices, a copy (without exhibits
thereto  other  than  exhibits  which are  specifically  incorporated  herein by
reference) of any or all documents incorporated by reference to this Item 3.

ITEM 4. DESCRIPTION OF SECURITIES.

Authorized Stock

         The  authorized  capital stock of the Company  consists of  100,000,000
shares of $0.008  par value  Common  Stock and  10,000,000  shares of $0.008 par
value Preferred  Stock.  The Preferred Stock may be issued in one or more series
as determined by the Board of Directors,  and the board is authorized to fix the
rights,  preferences,  privileges and restrictions of any such series. The Board
of Directors  may,  without  stockholder  approval,  provide for the issuance of
Preferred  Stock that could have voting,  conversion or other rights superior to
the rights of holders of Common  Stock and such an action  could have the effect
of delaying or  preventing  a change in control of the  Company.  At the date of
this Registration  Statement (after giving pro forma effect to the reverse split
described in the Company's  Information  Statement  Pursuant to Section 14(c) of
the  Securities  Exchange  Act of  1934  and  Regulation  14C  Thereunder  dated
September 1, 2000)  approximately  12,987,000  shares of Common Stock are issued
and outstanding  and 2,040,000  shares of Common Stock are reserved for issuance
in connection with the Amended Year 2000 Incentive Stock Plan, the  Non-employee
Directors' Stock Option Plan and the Contractual  Compensatory  Stock Grants. No
shares of Preferred Stock are  outstanding.  All issued and  outstanding  Common
Stock of the Company is fully paid and nonassessable.

Common Stock

         Holders of shares of Common Stock are entitled to one vote per share on
all matters  submitted to a vote of the  stockholders of the Company.  Except as
may be required by  applicable  law,  holders of shares of Common Stock will not
vote  separately  as a class,  but  will  vote  together  with  the  holders  of
outstanding  shares of other  classes  of  capital  stock.  There is no right to
cumulate  votes for the  election  of  directors.  A majority  of the issued and
outstanding  shares of Common  Stock  constitutes  a quorum  at any  meeting  of
stockholders and the vote by the holders of a majority of the outstanding shares
is  required  to  effect  certain   fundamental   corporation  changes  such  as
liquidation, merger or amendment of the Certificate.

         Holders of shares of Common  Stock are  entitled to receive  dividends,
if,  as,  and when  declared  by the  Board of  Directors  out of funds  legally
available  therefor,  after  payment  of  dividends  required  to be paid on any
outstanding shares of Preferred Stock. Upon liquidation of the Company,  holders
of shares of Common  Stock are  entitled  to share  ratably in all assets of the
Company  remaining  after  payment of  liabilities,  subject to the  liquidation
preferences  rights of any  outstanding  shares of Preferred  Stock.  Holders of
shares of Common Stock have no conversion,  redemption or preemptive rights. The
rights of the holders of Common  Stock will be subject to, and may be  adversely
affected  by, the rights of the  holders of  Preferred  Stock.  The  outstanding
shares of Common Stock are fully paid and nonassessable.

Preferred Stock

         Under the Company's Certificate,  the Board of Directors has the power,
without  further  action by the holders of the Common  Stock,  to designate  the
relative rights and preferences of the Company's  Preferred  Stock,  when and if
issued. Such rights and preferences could include preferences as to liquidation,
redemption and conversion rights, voting rights, dividends or other preferences,
any of which may be dilutive of the interest of the holders of the Common Stock.
The  issuance  of the  Preferred  Stock  may  have the  effect  of  delaying  or
preventing a change in control of the Company and may have an adverse  effect on
the rights of the holders of Common Stock.

         The Board of Directors may,  without further action by the stockholders
of the Company,  issue  shares of Preferred  Stock in one or more series and fix
the rights and  preferences  thereof,  including the dividend  rights,  dividend
rates,  conversion rights, voting rights, terms of redemption (including sinking
fund provisions),  liquidation preferences and the number of shares constituting
any series. The rights of holders of Common Stock will be subject to, and may be
adversely  affected  by, the rights of holders  of  Preferred  Stock.  While the
issuance of Preferred  Stock provides  desired  flexibility  in connection  with
additional financing, possible acquisitions and other corporate purposes, future
issuances may have the effect of delaying, deferring or preventing the change of
control  of the  Company  without  further  action by the  Shareholders  and may
discourage bids for the Common Stock at a premium over the market price.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The law firm of  Petersen & Fefer,  legal  counsel  for the  Company in
connection  with this  registration  statement  and other matters is entitled to
receive  360,000  shares  of Common  Stock as  compensation  for legal  services
rendered.  All  such  shares  have  been  included  in and  registered  by  this
Registration Statement.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       The  Company's  Amended and Restated  Certificate  of  Incorporation  and
By-laws are intended to take full  advantage of the enabling  provisions  of the
General  Corporation  Law of the State of  Delaware  ("GCLD")  with  respect  to
limiting  the personal  liability  of its  officers,  directors,  employees  and
agents.  The Amended  and  Restated  Certificate  of  Incorporation  and By-laws
provide that the Company may indemnify current and former  directors,  officers,
employees  and  agents,  and  persons  serving  in  similar  capacities  in  the
subsidiaries  or other  entities  in which the  Company  has an  interest to the
fullest  extent  permitted by the GCLD.  Thus, the Company may be prevented from
recovering  damages for certain  alleged errors or omissions by the officers and
directors of the Company. Under the Company's By-laws,  indemnification payments
may only be made upon a determination  that the indemnified person acted in good
faith and in a manner such person  reasonably  believed to be in, or not opposed
to,  the  best  interests  of  the  Company  and,  with  respect  to a  criminal
proceeding,  had no reasonable cause to believe such conduct was unlawful.  Such
determination  shall be made (i) by a majority of the  disinterested  members of
the Board of Directors,  (ii) by independent legal counsel in a written opinion,
or (iii) by the  stockholders.  It is the  position of the SEC that  exculpation
from and indemnification for liabilities arising under the Act and the rules and
regulations thereunder is against public policy and therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.

       3.1    Certificate of Termination relating to the July 28, 2000 Amendment
              to the Certificate of Incorporation of Yifan Communications,  Inc.
              (Incorporated  by reference  from the Company's  Current Report on
              Form 8-K dated September 25, 2000)

       3.2    Amendment   to  the   Certificate   of   Incorporation   of  Yifan
              Communications,  Inc. dated  September 22, 2000  (Incorporated  by
              reference  from the  Company's  Current  Report  on Form 8-K dated
              September 25, 2000)

       4.1    Specimen  Certificate  for  shares of  Company's  $0.008 par value
              Common  Stock.  (Incorporated  by  reference  from  the  Company's
              Current Report on Form 8-K dated September 25, 2000)

       5.1    Opinion of Petersen & Fefer, Attorneys at Law, respecting legality
              of securities being offered.

       10.1   Amended Year 2000  Incentive  Stock Plan of Yifan  Communications,
              Inc.  dated August 3, 2000  (Incorporated  by  reference  from the
              Company's Current Report on Form 8-K dated September 25, 2000)

       10.2   Non-employee Directors' Stock Option Plan of Yifan Communications,
              Inc.  dated August 14, 2000  (Incorporated  by reference  from the
              Company's Current Report on Form 8-K dated September 25, 2000)

       10.3   Employment Agreement between Yifan Communications,  Inc, and Sally
              A. Fonner dated July 30, 2000  (Incorporated by reference from the
              Company's Current Report on Form 8-K dated August 17, 2000)

       10.4   Agreement  between  Yifan.com,  Inc and the law firm of Petersen &
              Fefer  dated  July 3, 2000  (Incorporated  by  reference  from the
              Company's Current Report on Form 8-K dated August 17, 2000)

       23.1   Consent of Want & Ender, Certified Public Accountants

       23.2   Consent of Harmon & Company, Certified Public Accountants

       23.3   Consent of John L. Petersen, Attorney at Law, (included in Exhibit
              5.1)

ITEM 9. UNDERTAKINGS.

       (a)    The undersigned registrant hereby undertakes:

       (1) To file, during any period in which offers or sales are being made, a
       post-effective amendment to this registration statement to:

       (i)    Include  any  prospectus  required  by  Section  10(a)(3)  of  the
              Securities Act of 1933;

       (ii)   Reflect in the  prospectus  any facts or events  arising after the
              effective date of the  registration  statement (or the most recent
              post-effective  amendment  thereof) which  individually  or in the
              aggregate,  represent a fundamental  change in the information set
              forth in the registration statement; and

       (iii)  Include any additional or changed material information on the plan
              of  distribution  not  previously  disclosed  in the  registration
              statement  or any  material  change  to  such  information  in the
              registration statement;

              Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
              apply if the  registration  statement  is on Form S-3 or Form S-8,
              and the  information  required to be included in a  post-effective
              amendment by those  paragraphs  is  contained in periodic  reports
              filed by the registrant pursuant to section 13 or section 15(g) of
              the  Securities  Exchange  Act of 1934  that are  incorporated  by
              reference in the registration statement

       (2)  That,  for the  purpose  of  determining  any  liability  under  the
       Securities  Act of 1933,  each  such  post-effective  amendment  shall be
       deemed to be a new  registration  statement  relating  to the  securities
       offered therein, and the offering of such securities at that time will be
       deemed to be the initial bona fide offering thereof.

       (3) To remove from  registration by means of a  post-effective  amendment
       any of  the  securities  being  registered  which  remain  unsold  at the
       termination of the offering.

       (b) The undersigned registrant hereby undertakes that, for the purpose of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to section 13(a) or 15(d) of the Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
will be deemed to be the initial bona fide offering thereof.

       (1) The undersigned  registrant  hereby undertakes to deliver or cause to
       be delivered  with the  documents  constituting  the  prospectus  to each
       participant  to whom  such  prospectus  is sent or  given,  a copy of the
       registrant's  annual  report to  stockholders  for its last fiscal  year,
       unless such  participant  otherwise has received a copy of such report in
       which case the  registrant  shall state in such  prospectus  that it will
       promptly  furnish,  without  charge,  a copy of such  report  on  written
       request of the participant.

       (2) The undersigned  registrant hereby undertakes to transmit or cause to
       be  transmitted  to all  participants  who do not otherwise  receive such
       material as stockholders of the registrant, at the time and in the manner
       such material is sent to its stockholders,  copies of all reports,  proxy
       statements  and  other  communications  distributed  to its  stockholders
       generally

       (c)  Insofar  as  indemnification   for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the small business issuer of expenses incurred or paid by a director,
officer or  controlling  person of the small  business  issuer in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
small business issuer will,  unless in the opinion of its counsel the matter has
been  settled  by  controlling  precedent,  submit  to a  court  of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                   SIGNATURES

       Pursuant to the  requirements  of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements of filing on Form S-8 and authorized this  registration
statement  to be  signed  on its  behalf  by the  undersigned,  in the  City  of
Flushing, Queens, State of New York on this 25th day of September 2000.

Yifan Communications, Inc.


BY:                  /s/ Yifan He
    --------------------------------------------------
       Yifan He, Chief Executive Officer and Director




<PAGE>



                                POWER OF ATTORNEY

       We, the undersigned directors and officers of Yifan Communications, Inc.,
do hereby  constitute and appoint Yifan He and Jeffery Kraft, or either of them,
our true and lawful  attorneys and agents,  to do any and all acts and things in
our name and on our behalf in our  capacities as directors and officers,  and to
execute  any and  all  instruments  for us and in our  names  in the  capacities
indicated  below,  which said attorneys and agents,  or either of them, may deem
necessary or advisable to enable said  corporation to comply with the Securities
Act of 1933, as amended,  and any rules,  regulations  and  requirements  of the
Securities  and  Exchange  Commission,  in  connection  with the  filing of this
Registration  Statement,  including  specifically without limitation,  power and
authority to sign for any of us, in our names in the capacities indicated below,
any and all amendments hereto; and we do each hereby ratify and confirm all that
the said attorneys and agents,  or either of them,  shall do or cause to be done
by virtue hereof.

       In accordance  with the  Requirements  of the  Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates stated.
<TABLE>
<CAPTION>

               Signature                                      Title                                  Date

<S>                                     <C>                                      <C>
/s/ Yifan He
----------------------------------------
Yifan He                                 Chief Executive Officer and Director             September 25, 2000


/s/ Jeffery Kraft
----------------------------------------
Jeff Kraft                               Chief Financial Officer                          September 25, 2000


/s/ Sally A. Fonner
----------------------------------------
Sally A. Fonner                          Secretary and Director                           September 25, 2000


/s/ Michael Yung
----------------------------------------
Michael Yung                             Director                                         September 25, 2000


/s/ Jeffery Wu
----------------------------------------
Jeffery Wu                               Director                                         September 25, 2000


/s/ Ahn Tran
----------------------------------------
Ahn Tran                                 Director                                         September 25, 2000

</TABLE>
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SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                           YIFAN COMMUNICATIONS, INC.
               (Exact name of Registrant as specified in charter)

                DELAWARE                                       34-1692323
    (State or other jurisdiction of                         (I.R.S. Employer
     incorporation or organization)                        Identification No.)

     41-60 Main Street, Suite 210
      Flushing, Queens, New York                                 11355
(Address of principal executive offices)                       (Zip Code)

                     AMENDED YEAR 2000 INCENTIVE STOCK PLAN
                    NON EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                      CONTRACTUAL COMPENSATORY STOCK GRANTS
                            (Full title of the Plan)

                           Sally A. Fonner, Secretary
                           Yifan Communications, Inc.
                               1612 North Osceola
                            Clearwater, Florida 33755
                         (address of agent for service)

                                 (727) 443-3434
          (Telephone number, including area code, of agent for service)
===================================================================================================================
                                          CALCULATION OF REGISTRATION FEE
===================================================================================================================
                                                                   PROPOSED         PROPOSED
       TITLE OF                                   AMOUNT            MAXIMUM          MAXIMUM          AMOUNT OF
     SECURITIES TO                                 TO BE        OFFERING PRICE      AGGREGATE       REGISTRATION
   BE REGISTERED (1)                            REGISTERED       PER SHARE (2)    OFFERING (1)           FEE
===================================================================================================================
Common Stock underlying Amended
Year 2000 Incentive Stock Plan (3)                1,500,000          $6.80         $10,200,000        $3,517.24
Common Stock underlying Non-Employee
Directors' Stock Option Plan (4)                    500,000           6.80           3,400,000         1,172.41
Contractual Compensatory Stock Grants               540,000           0.89             400,500           138.10
===================================================================================================================
Totals                                            2,040,000                        $14,000,500        $4,827.75
===================================================================================================================
(1)    Pursuant to Rule 416, this Registration Statement also covers such number
       of additional shares of Common Stock as may become available for issuance
       in  the  event  of  certain  changes  in  outstanding  shares,  including
       reorganizations,  recapitalizations,  stock splits,  stock  dividends and
       reverse stock splits.

(2)    Estimated pursuant to Rule 457(h) solely for the purpose of computing the
       registration  fee and based  upon the price at which the  options  may be
       exercised.

(3)    Includes all shares of Common Stock issuable pursuant to the Amended Year
       2000 Incentive Stock Plan, which permits issuance of Common Stock through
       various incentive awards.

(4)    Includes all shares of Common Stock issuable pursuant to the Non-employee
       Directors' Stock Option Plan.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document(s)  containing the information concerning the Amended Year
2000 Incentive Stock Plan, the Non-employee Directors' Stock Option Plan and the
Contractual  Compensatory  Stock  Grants  of  Yifan  Communications,  Inc.  (the
"Company"),  required by Item 1 of Form S-8 and the statement of availability of
Registrant Information, Plan Information, and other information required by Item
2 of Form S-8 will be sent or given to  participants  as  specified  by Rule 428
under the Securities Act of 1933, as amended  ("Securities  Act"). In accordance
with Rule 428 and the requirements of Part I of Form S-8, such documents are not
being filed with the  Securities  and  Exchange  Commission  (the  "Commission")
either  as part of  this  Registration  Statement  on  Form  S-8  ("Registration
Statement") or as  prospectuses or prospectus  supplements  pursuant to Rule 424
under the Securities Act. The Registrant shall maintain a file of such documents
in accordance  with the  provisions of Rule 428.  Upon request,  the  registrant
shall  furnish  to the  Commission  or its  staff a copy or copies of all of the
documents included in such file.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The contents of the following  documents  filed with the  Commission by
Yifan Communications, Inc., a Delaware corporation formerly known as Smart Games
Interactive, Inc. are incorporated by reference into this Registration Statement
by reference and shall be deemed to be a part thereof:

       (a)    The Annual Report on Form 10-KSB filed by Smart Games Interactive,
              Inc. for the year ended December 31, 1999.

       (b)    The following  reports filed pursuant to Section 13(a) or 15(d) of
              the  Securities  Exchange Act of 1934,  as amended (the  "Exchange
              Act") since the end of the fiscal year ended December 31, 1999:

              (i)    The  Quarterly  Report on Form 10-QSB  filed by Smart Games
                     Interactive,  Inc.  for the 3-month  period ended March 31,
                     2000

              (ii)   The  Quarterly   Report  on  Form  10-QSB  filed  by  Yifan
                     Communications,  Inc. for the 3- and 6-month  periods ended
                     June 30, 2000

              (iii)  The  Current  Report  on Form  8-K  filed  by  Smart  Games
                     Interactive, Inc. on April 17, 2000

              (iv)   The   Current   Report   on  Form   8-K   filed   by  Yifan
                     Communications, Inc. on July 31, 2000

              (v)    The   Current   Report   on  Form   8-K   filed   by  Yifan
                     Communications, Inc. on August 17, 2000

              (vi)   The   Current   Report   on  Form   8-K   filed   by  Yifan
                     Communications, Inc. on September 25, 2000

              (vii)  The Information  Statement Pursuant to Section 14(f) of the
                     Securities  Exchange Act of 1934 and Rule 14f-1  Thereunder
                     filed by Yifan Communications, Inc. on August 2, 2000

              (viii) The Information  Statement Pursuant to Section 14(c) of the
                     Securities   Exchange  Act  of  1934  and   Regulation  14C
                     Thereunder filed by Yifan Communications, Inc. on September
                     1, 2000

       (c)    Not applicable.

       All  documents  subsequently  filed by the  Company  pursuant  to Section
13(a),  13(c),  14 and 15(d) of the Exchange Act  subsequent to the date of this
Registration Statement and prior to the filing of a post-effective  amendment to
this  Registration  Statement which  indicates that all securities  offered have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be  incorporated  herein by reference and to be a part hereof from the
date of filing of such documents. The Company will provide, without charge, each
participant  in the 1997  Compensatory  Stock Grant and each  participant in the
1999  Compensatory  Stock Grants,  upon written or oral request  directed to the
Company's Secretary at the Company's executive offices, a copy (without exhibits
thereto  other  than  exhibits  which are  specifically  incorporated  herein by
reference) of any or all documents incorporated by reference to this Item 3.

ITEM 4. DESCRIPTION OF SECURITIES.

Authorized Stock

         The  authorized  capital stock of the Company  consists of  100,000,000
shares of $0.008  par value  Common  Stock and  10,000,000  shares of $0.008 par
value Preferred  Stock.  The Preferred Stock may be issued in one or more series
as determined by the Board of Directors,  and the board is authorized to fix the
rights,  preferences,  privileges and restrictions of any such series. The Board
of Directors  may,  without  stockholder  approval,  provide for the issuance of
Preferred  Stock that could have voting,  conversion or other rights superior to
the rights of holders of Common  Stock and such an action  could have the effect
of delaying or  preventing  a change in control of the  Company.  At the date of
this Registration  Statement (after giving pro forma effect to the reverse split
described in the Company's  Information  Statement  Pursuant to Section 14(c) of
the  Securities  Exchange  Act of  1934  and  Regulation  14C  Thereunder  dated
September 1, 2000)  approximately  12,987,000  shares of Common Stock are issued
and outstanding  and 2,040,000  shares of Common Stock are reserved for issuance
in connection with the Amended Year 2000 Incentive Stock Plan, the  Non-employee
Directors' Stock Option Plan and the Contractual  Compensatory  Stock Grants. No
shares of Preferred Stock are  outstanding.  All issued and  outstanding  Common
Stock of the Company is fully paid and nonassessable.

Common Stock

         Holders of shares of Common Stock are entitled to one vote per share on
all matters  submitted to a vote of the  stockholders of the Company.  Except as
may be required by  applicable  law,  holders of shares of Common Stock will not
vote  separately  as a class,  but  will  vote  together  with  the  holders  of
outstanding  shares of other  classes  of  capital  stock.  There is no right to
cumulate  votes for the  election  of  directors.  A majority  of the issued and
outstanding  shares of Common  Stock  constitutes  a quorum  at any  meeting  of
stockholders and the vote by the holders of a majority of the outstanding shares
is  required  to  effect  certain   fundamental   corporation  changes  such  as
liquidation, merger or amendment of the Certificate.

         Holders of shares of Common  Stock are  entitled to receive  dividends,
if,  as,  and when  declared  by the  Board of  Directors  out of funds  legally
available  therefor,  after  payment  of  dividends  required  to be paid on any
outstanding shares of Preferred Stock. Upon liquidation of the Company,  holders
of shares of Common  Stock are  entitled  to share  ratably in all assets of the
Company  remaining  after  payment of  liabilities,  subject to the  liquidation
preferences  rights of any  outstanding  shares of Preferred  Stock.  Holders of
shares of Common Stock have no conversion,  redemption or preemptive rights. The
rights of the holders of Common  Stock will be subject to, and may be  adversely
affected  by, the rights of the  holders of  Preferred  Stock.  The  outstanding
shares of Common Stock are fully paid and nonassessable.

Preferred Stock

         Under the Company's Certificate,  the Board of Directors has the power,
without  further  action by the holders of the Common  Stock,  to designate  the
relative rights and preferences of the Company's  Preferred  Stock,  when and if
issued. Such rights and preferences could include preferences as to liquidation,
redemption and conversion rights, voting rights, dividends or other preferences,
any of which may be dilutive of the interest of the holders of the Common Stock.
The  issuance  of the  Preferred  Stock  may  have the  effect  of  delaying  or
preventing a change in control of the Company and may have an adverse  effect on
the rights of the holders of Common Stock.

         The Board of Directors may,  without further action by the stockholders
of the Company,  issue  shares of Preferred  Stock in one or more series and fix
the rights and  preferences  thereof,  including the dividend  rights,  dividend
rates,  conversion rights, voting rights, terms of redemption (including sinking
fund provisions),  liquidation preferences and the number of shares constituting
any series. The rights of holders of Common Stock will be subject to, and may be
adversely  affected  by, the rights of holders  of  Preferred  Stock.  While the
issuance of Preferred  Stock provides  desired  flexibility  in connection  with
additional financing, possible acquisitions and other corporate purposes, future
issuances may have the effect of delaying, deferring or preventing the change of
control  of the  Company  without  further  action by the  Shareholders  and may
discourage bids for the Common Stock at a premium over the market price.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The law firm of  Petersen & Fefer,  legal  counsel  for the  Company in
connection  with this  registration  statement  and other matters is entitled to
receive  360,000  shares  of Common  Stock as  compensation  for legal  services
rendered.  All  such  shares  have  been  included  in and  registered  by  this
Registration Statement.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       The  Company's  Amended and Restated  Certificate  of  Incorporation  and
By-laws are intended to take full  advantage of the enabling  provisions  of the
General  Corporation  Law of the State of  Delaware  ("GCLD")  with  respect  to
limiting  the personal  liability  of its  officers,  directors,  employees  and
agents.  The Amended  and  Restated  Certificate  of  Incorporation  and By-laws
provide that the Company may indemnify current and former  directors,  officers,
employees  and  agents,  and  persons  serving  in  similar  capacities  in  the
subsidiaries  or other  entities  in which the  Company  has an  interest to the
fullest  extent  permitted by the GCLD.  Thus, the Company may be prevented from
recovering  damages for certain  alleged errors or omissions by the officers and
directors of the Company. Under the Company's By-laws,  indemnification payments
may only be made upon a determination  that the indemnified person acted in good
faith and in a manner such person  reasonably  believed to be in, or not opposed
to,  the  best  interests  of  the  Company  and,  with  respect  to a  criminal
proceeding,  had no reasonable cause to believe such conduct was unlawful.  Such
determination  shall be made (i) by a majority of the  disinterested  members of
the Board of Directors,  (ii) by independent legal counsel in a written opinion,
or (iii) by the  stockholders.  It is the  position of the SEC that  exculpation
from and indemnification for liabilities arising under the Act and the rules and
regulations thereunder is against public policy and therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.

       3.1    Certificate of Termination relating to the July 28, 2000 Amendment
              to the Certificate of Incorporation of Yifan Communications,  Inc.
              (Incorporated  by reference  from the Company's  Current Report on
              Form 8-K dated September 25, 2000)

       3.2    Amendment   to  the   Certificate   of   Incorporation   of  Yifan
              Communications,  Inc. dated  September 22, 2000  (Incorporated  by
              reference  from the  Company's  Current  Report  on Form 8-K dated
              September 25, 2000)

       4.1    Specimen  Certificate  for  shares of  Company's  $0.008 par value
              Common  Stock.  (Incorporated  by  reference  from  the  Company's
              Current Report on Form 8-K dated September 25, 2000)

       5.1    Opinion of Petersen & Fefer, Attorneys at Law, respecting legality
              of securities being offered.

       10.1   Amended Year 2000  Incentive  Stock Plan of Yifan  Communications,
              Inc.  dated August 3, 2000  (Incorporated  by  reference  from the
              Company's Current Report on Form 8-K dated September 25, 2000)

       10.2   Non-employee Directors' Stock Option Plan of Yifan Communications,
              Inc.  dated August 14, 2000  (Incorporated  by reference  from the
              Company's Current Report on Form 8-K dated September 25, 2000)

       10.3   Employment Agreement between Yifan Communications,  Inc, and Sally
              A. Fonner dated July 30, 2000  (Incorporated by reference from the
              Company's Current Report on Form 8-K dated August 17, 2000)

       10.4   Agreement  between  Yifan.com,  Inc and the law firm of Petersen &
              Fefer  dated  July 3, 2000  (Incorporated  by  reference  from the
              Company's Current Report on Form 8-K dated August 17, 2000)

       23.1   Consent of Want & Ender, Certified Public Accountants

       23.2   Consent of Harmon & Company, Certified Public Accountants

       23.3   Consent of John L. Petersen, Attorney at Law, (included in Exhibit
              5.1)

ITEM 9. UNDERTAKINGS.

       (a)    The undersigned registrant hereby undertakes:

       (1) To file, during any period in which offers or sales are being made, a
       post-effective amendment to this registration statement to:

       (i)    Include  any  prospectus  required  by  Section  10(a)(3)  of  the
              Securities Act of 1933;

       (ii)   Reflect in the  prospectus  any facts or events  arising after the
              effective date of the  registration  statement (or the most recent
              post-effective  amendment  thereof) which  individually  or in the
              aggregate,  represent a fundamental  change in the information set
              forth in the registration statement; and

       (iii)  Include any additional or changed material information on the plan
              of  distribution  not  previously  disclosed  in the  registration
              statement  or any  material  change  to  such  information  in the
              registration statement;

              Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
              apply if the  registration  statement  is on Form S-3 or Form S-8,
              and the  information  required to be included in a  post-effective
              amendment by those  paragraphs  is  contained in periodic  reports
              filed by the registrant pursuant to section 13 or section 15(g) of
              the  Securities  Exchange  Act of 1934  that are  incorporated  by
              reference in the registration statement

       (2)  That,  for the  purpose  of  determining  any  liability  under  the
       Securities  Act of 1933,  each  such  post-effective  amendment  shall be
       deemed to be a new  registration  statement  relating  to the  securities
       offered therein, and the offering of such securities at that time will be
       deemed to be the initial bona fide offering thereof.

       (3) To remove from  registration by means of a  post-effective  amendment
       any of  the  securities  being  registered  which  remain  unsold  at the
       termination of the offering.

       (b) The undersigned registrant hereby undertakes that, for the purpose of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to section 13(a) or 15(d) of the Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
will be deemed to be the initial bona fide offering thereof.

       (1) The undersigned  registrant  hereby undertakes to deliver or cause to
       be delivered  with the  documents  constituting  the  prospectus  to each
       participant  to whom  such  prospectus  is sent or  given,  a copy of the
       registrant's  annual  report to  stockholders  for its last fiscal  year,
       unless such  participant  otherwise has received a copy of such report in
       which case the  registrant  shall state in such  prospectus  that it will
       promptly  furnish,  without  charge,  a copy of such  report  on  written
       request of the participant.

       (2) The undersigned  registrant hereby undertakes to transmit or cause to
       be  transmitted  to all  participants  who do not otherwise  receive such
       material as stockholders of the registrant, at the time and in the manner
       such material is sent to its stockholders,  copies of all reports,  proxy
       statements  and  other  communications  distributed  to its  stockholders
       generally

       (c)  Insofar  as  indemnification   for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the small business issuer of expenses incurred or paid by a director,
officer or  controlling  person of the small  business  issuer in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
small business issuer will,  unless in the opinion of its counsel the matter has
been  settled  by  controlling  precedent,  submit  to a  court  of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                   SIGNATURES

       Pursuant to the  requirements  of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements of filing on Form S-8 and authorized this  registration
statement  to be  signed  on its  behalf  by the  undersigned,  in the  City  of
Flushing, Queens, State of New York on this 25th day of September 2000.

Yifan Communications, Inc.

BY:                  /s/ Yifan He
    --------------------------------------------------
       Yifan He, Chief Executive Officer and Director
POWER OF ATTORNEY

       We, the undersigned directors and officers of Yifan Communications, Inc.,
do hereby  constitute and appoint Yifan He and Jeffery Kraft, or either of them,
our true and lawful  attorneys and agents,  to do any and all acts and things in
our name and on our behalf in our  capacities as directors and officers,  and to
execute  any and  all  instruments  for us and in our  names  in the  capacities
indicated  below,  which said attorneys and agents,  or either of them, may deem
necessary or advisable to enable said  corporation to comply with the Securities
Act of 1933, as amended,  and any rules,  regulations  and  requirements  of the
Securities  and  Exchange  Commission,  in  connection  with the  filing of this
Registration  Statement,  including  specifically without limitation,  power and
authority to sign for any of us, in our names in the capacities indicated below,
any and all amendments hereto; and we do each hereby ratify and confirm all that
the said attorneys and agents,  or either of them,  shall do or cause to be done
by virtue hereof.

       In accordance  with the  Requirements  of the  Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates stated.
Signature                                      Title                                  Date
/s/ Yifan He
----------------------------------------
Yifan He                                 Chief Executive Officer and Director             September 25, 2000

/s/ Jeffery Kraft
----------------------------------------
Jeff Kraft                               Chief Financial Officer                          September 25, 2000

/s/ Sally A. Fonner
----------------------------------------
Sally A. Fonner                          Secretary and Director                           September 25, 2000

/s/ Michael Yung
----------------------------------------
Michael Yung                             Director                                         September 25, 2000

/s/ Jeffery Wu
----------------------------------------
Jeffery Wu                               Director                                         September 25, 2000

/s/ Ahn Tran
----------------------------------------
Ahn Tran                                 Director                                         September 25, 2000